SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 12, 2025

Andrew Brodkey
Chief Executive Officer
Idaho Copper Corporation
800 W. Main Street, Suite 1460
Boise, ID 83702

 Re: Idaho Copper Corporation
 Form 10-K for the Fiscal Year Ended January 31, 2024
 Filed May 15, 2024
 File No. 333-108715
Dear Andrew Brodkey:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
cc: Cassi Olson
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 800
W. Main Street

 Suite
1460

 Boise,
Idaho 83702

 June
12, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549

 Re:
 Idaho Copper Corporation

 Registration Statement on Form S-1

 File
No. 333- 280762

 Ladies
and Gentlemen:

 Reference
is made to our letter first, filed as correspondence via EDGAR on June 12, 2025 in which we requested the acceleration of the effective
date of the above-referenced Registration Statement for Friday, June 14, 2025 at 4:00 p.m. Eastern Time, and our second letter filed
as correspondence via EDGAR on June 12, 2025 in which we requested the acceleration of the effective date of the above-referenced Registration
Statement for Friday, June 14, 2025 at 4:00 p.m. Eastern Time, each in accordance with Rule 461 under the Securities Act of 1933, as
amended. We are no longer requesting that such Registration Statement be declared effective at this time and respectfully request to
have the Registration Statement be declared effective on Friday, June 13, 2025 at 4:00 p.m. Eastern Time, or as soon as practicable thereafter.

 V ery truly yours,

 Idaho Copper Corporation

 By:
 /s/ Robert
 Scannell

 Robert Scannell

 Chief Financial Officer

CORRESP
 1
 filename1.htm

 800
W. Main Street

 Suite
1460

 Boise,
Idaho 83702

 June 12, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549

 Re:
 Idaho Copper Corporation

 Registration Statement on Form S-1

 File No. 333-280762

 Ladies
and Gentlemen:

 Reference
is made to our letter, filed as correspondence via EDGAR on June 12, 2025 in which we requested the acceleration of the effective date
of the above-referenced Registration Statement for Friday, June 14, 2025 at 4:00 p.m. Eastern Time, in accordance with Rule 461 under
the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time
and respectfully request to have the Registration Statement be declared effective on Friday, June 13, 2025 at 4:00 p.m. Eastern Time.

 Very truly yours,

 Idaho Copper Corporation

 By:
 /s/ Robert
 Scannell

 Robert Scannell

 Chief Financial Officer

CORRESP
 1
 filename1.htm

 800
W. Main Street

 Suite
1460

 Boise,
Idaho 83702

 June 12, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549

 Re:
 Idaho Copper Corporation

 Registration Statement on Form S-1

 File No. 333- 280762

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Idaho Copper Corporation hereby respectfully requests acceleration
of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:00
p.m. Eastern Time, on Friday, June 14, 2025, or as soon as practicable thereafter.

 Very truly yours,

 Idaho Copper Corporation

 By:
 /s/ Robert
 Scannell

 Robert Scannell

 Chief Financial Officer

CORRESP
 1
 filename1.htm

 Mark
 E. Crone
 Managing
 Partner
 mcrone@cronelawgroup.com

 May
28, 2025

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 100
F Street, N.E.

 Washington,
DC 20549

 Attn:
Steve Lo

 Kimberly
Calder

 John
Coleman

 Cheryl
Brown

 Irene
Barberena-Meissner

 Re:
 Idaho
 Copper Corporation

 Amendment
 No. 7 to Registration Statement on Form S-1

 Submitted
 April 15, 2025

 File
 No. 333-280762

 Dear
Sir and Madam:

 On
behalf of Idaho Copper Corporation, a Nevada corporation (the "Company"), we hereby file with the Securities and Exchange
Commission (the "Commission") an amended registration statement on Form S-1 (the "Amended Registration Statement")
in response to the comments of the staff (the "Staff"), dated May 16, 2025, with reference to the Company's Registration
Statement on Form S-1/A filed with the Commission on April 25, 2025.

 For
the convenience of the Staff, each of the Staff's comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to "we," "us" and "our" refer to
the Company on a consolidated basis.

 Amendment
No. 7 to Registration Statement on Form S-1

 Prospectus
Summary

 Summary
of Risk Factors, page 4

 1.
 Please
 substantially revise this section to conform with the revisions to the longer discussions of risks under Risk Factors beginning on
 page 6.

 Response:
 The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 4.

 420
Lexington Avenue, Suite 2446, New York, NY 10170 | 646-861-7891

 12121
Wilshire Blvd., Suite 810, Los Angeles, CA 90025 | 818-930-5686

 The
Offering, page 5

 2.
 Please
 reconcile the Outstanding Common Stock Before the Offering of 261,463,039 to the number of common share outstanding on page F-4 of
 261,463,225. If there has been activity since January 31, 2025, please revise Note 10 - Subsequent Events on page F-18.

 Response:
 The Amended Registration Statement has been revised in accordance with the comments of the Staff on pages 3, 31 and Note 10 -
Subsequent Events on page F-18 and the shares of outstanding common stock has been updated as of the date of the Amended Registration
Statement.

 We
hope the Amended Registration Statement addresses the comments of the Commission. If we can provide any further assistance, please do
not hesitate to contact the undersigned.

 Sincerely,

 THE
CRONE LAW GROUP P.C.

 cc:
Steven Rudofsky

 Chief
Executive Officer

 420
Lexington Avenue, Suite 2446, New York, NY 10170 | 646-861-7891

 12121
Wilshire Blvd., Suite 810, Los Angeles, CA 90025 | 818-930-5686

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 16, 2025

Andrew Brodkey
Chief Executive Officer
Idaho Copper Corporation
800 W. Main Street, Suite 1460
Boise, ID 83702

 Re: Idaho Copper Corporation
 Amendment No. 7 to Registration Statement on Form S-1
 Filed April 25, 2025
 File No. 333-280762
Dear Andrew Brodkey:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 7 to Registration Statement on Form S-1
Prospectus Summary
Summary of Risk Factors, page 4

1. Please substantially revise this section to conform with the revisions
to the longer
 discussions of risks under Risk Factors beginning on page 6.
The Offering, page 5

2. Please reconcile the Outstanding Common Stock Before the Offering of
261,463,039
 to the number of common share outstanding on page F-4 of 261,463,225. If
there has
 been activity since January 31, 2025, please revise Note 10 - Subsequent
Events on
 page F-18.
 May 16, 2025
Page 2

 Please contact Steve Lo at 202-551-3394 or Kimberly Calder at
202-551-3701 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Cheryl Brown at 202-551-3905 or Daniel Morris at 202-551-3314 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Cassi Olson, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

    Mark
                                            E. Crone

    Managing
    Partner

    mcrone@cronelawgroup.com

February
14, 2025

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Applications and Services

100
F Street, N.E.

Washington,
DC 20549

Attn:
Steve Lo

Kimberly
Calder

John
Coleman

Cheryl
Brown

Irene
Barberena-Meissner

    Re:
    Idaho
    Copper Corporation

    Amendment
    No. 4 to Registration Statement on Form S-1

    Submitted
    January 24, 2025

    File
    No. 333-280762

Dear
Sir and Madam:

On
behalf of Idaho Copper Corporation, a Nevada corporation (the “Company”), we hereby file with the Securities and Exchange
Commission (the “Commission”) an amended registration statement on Form S-1 (the “Amended Registration Statement”)
in response to the comments of the staff (the “Staff”), dated February 5, 2025, with reference to the Company’s Registration
Statement on Form S-1/A filed with the Commission on January 24, 2025.

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to
the Company on a consolidated basis.

Amendment
No. 4 to Registration Statement on Form S-1

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 25

    1.
    We
    note you disclose that you “do not have sufficient resources to effectuate your business” and “expect to incur
    expenses offset by revenues during the next twelve months of operations.” You also state that “the Company does not project
    revenue for the next few years.” Please expand on the revenues you expect to offset expenses during the next twelve months
    of operations, given that you historically have had no revenue or revise the contradicting statements accordingly. We note that we
    have previously issued this comment.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 25.

We
hope the Amended Registration Statement addresses the comments of the Commission. If we can provide any further assistance, please do
not hesitate to contact the undersigned.

Sincerely,

THE
CRONE LAW GROUP P.C.

cc:
Steven Rudofsky

Chief
Executive Officer

420 Lexington Avenue, Suite 2446, New
York, NY 10170 | 646-861-7891

12121 Wilshire Blvd., Suite 810, Los Angeles, CA 90025 | 818-930-5686

February 5, 2025
Andrew Brodkey
Chief Executive Officer
Idaho Copper Corporation
800 W. Main Street , Suite 1460
Boise, ID 83702
Re:Idaho Copper Corporation
Amendment No. 4 to Registration Statement on Form S-1
Filed January 24, 2025
File No. 333-280762
Dear Andrew Brodkey:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 4 to Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 25
1.We note you disclose that you "do not have sufficient resources to effectuate your
business" and "expect to incur expenses offset by revenues during the next twelve
months of operations." You also state that "the Company does not project revenue for
the next few years." Please expand on the revenues you expect to offset expenses
during the next twelve months of operations, given that you historically have had no
revenue or revise the contradicting statements accordingly. We note that we have
previously issued this comment.

February 5, 2025
Page 2
            Please contact Steve Lo at 202-551-3394 or Kimberly Calder at 202-551-3701 if you
have questions regarding comments on the financial statements and related matters. You may
contact John Coleman at 202-551-3610 for questions regarding the engineering
comments. Please contact Cheryl Brown at 202-551-3905 or Irene Barberena-Meissner at
202-551-6548 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Cassi Olson, Esq.

CORRESP
1
filename1.htm

    Mark
    E. Crone

    Managing
    Partner

    mcrone@cronelawgroup.com

January
30, 2025

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Applications and Services

100
F Street, N.E.

Washington,
DC 20549

Attn:
Steve Lo

Kimberly
Calder

John
Coleman

Cheryl
Brown

Irene
Barberena-Meissner

    Re:
    Idaho
    Copper Corporation

    Form
    10-K for the Fiscal Year Ended January 31, 2024

    Filed
    May 15, 2024

    Form
    8-K Filed October 8, 2024

    File
    No. 333-108715

Dear
Sir and Madam:

On
behalf of Idaho Copper Corporation, a Nevada corporation (the “Company”), we hereby file with the Securities and Exchange
Commission (the “Commission”) this correspondence in response to the comments of the staff (the “Staff”), dated
January 3, 2025, with reference to the Company’s Form 10-K filed with the Commission on May 15, 2024.

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to
the Company on a consolidated basis.

Form
10-K for the Fiscal Year Ended January 31, 2024

Item
2. Properties, page 7

    1.
    Consistent
    with the comment in our letter dated October 23, 2024, if you continue to claim mineral resources please file an amended Form 10-K
    for the Fiscal Year Ended January 30, 2024 with the mineral resource disclosure, as required by Item 1304(d) of Regulation S-K. The
    resource disclosure should include the price, cut-off grade, metallurgical recovery factor, and the specific point of reference in
    which the resources were calculated, such as in-situ, mill feed, saleable product, etc. Additionally, also consistent with our comment
    letter dated October 23, 2024, include the incremental mineral property disclosure in your amended filing, as required by item 1304(b)
    of Regulation S-K, including:

     ●
    the location of your property, accurate to within one mile, using an easily recognizable coordinate system,

    ●
    the total cost or book value of the property, and

    ● a
    brief description of any significant encumbrances to the property, including current and future permitting requirements and the
    associated timelines and conditions.

Response:
The Company intends to amend its form 10-K for the Fiscal Year Ended January 31, 2024 once it clears comments with the Commission
for its Registration Statement filed on Form S-1 (File No. 333-280762) such that all disclosure will align in accordance with the Comments
of the Staff.

420 Lexington Avenue, Suite 2446, New York, NY 10170
| 646-861-7891

12121 Wilshire Blvd., Suite 810, Los Angeles, CA 90025
| 818-930-5686

If
we can provide any further assistance, please do not hesitate to contact the undersigned.

Sincerely,

THE
CRONE LAW GROUP P.C.

cc:
Steven Rudofsky

Chief
Executive Officer

420 Lexington Avenue, Suite 2446, New York, NY 10170
| 646-861-7891

12121 Wilshire Blvd., Suite 810, Los Angeles, CA 90025
| 818-930-5686

CORRESP
1
filename1.htm

    Mark
                                            E. Crone

    Managing
    Partner

    mcrone@cronelawgroup.com

January
23, 2025

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Applications and Services

100
F Street, N.E.

Washington,
DC 20549

Attn:
Steve Lo

Kimberly
Calder

John
Coleman

Cheryl
Brown

Irene
Barberena-Meissner

    Re:
    Idaho
    Copper Corporation

    Amendment
    No. 3 to Registration Statement on Form S-1

    Submitted
    December 16, 2024

    File
    No. 333-280762

Dear
Sir and Madam:

On
behalf of Idaho Copper Corporation, a Nevada corporation (the “Company”), we hereby file with the Securities and Exchange
Commission (the “Commission”) an amended registration statement on Form S-1 (the “Amended Registration Statement”)
in response to the comments of the staff (the “Staff”), dated December 31, 2024, with reference to the Company’s Registration
Statement on Form S-1/A filed with the Commission on December 16, 2024.

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to
the Company on a consolidated basis.

Amendment
No. 3 to Registration Statement on Form S-1

Description
of Business, page 30

    1.
    If
                                            you continue to claim mineral resources please revise your registration statement to include
                                            your mineral resources, as required by Item 1304(d) of Regulation S-K. Please refer to this
                                            instruction for examples of a table format, that may be modified, with respect to your mineral
                                            resources .

    The
    resources should be disclosed at a single cut-off grade and the disclosure should include the price, cut-off grade, metallurgical
    recovery factor, and the specific point of reference in which the resources were calculated, such as in-situ, mill feed, saleable
    product, etc. We suggest disclosing the pit optimization parameters that were used to constrain the resource.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on pages 35 and 36.

420 Lexington Avenue, Suite 2446, New York, NY
10170 | 646-861-7891

12121 Wilshire Blvd., Suite 810, Los Angeles, CA 90025 | 818-930-5686

Consolidated
Financial Statements, page F-1

    2.
    Please
    update your financial statements, auditor consents and relevant disclosures and discussions pursuant to Rule 8-08 of Regulation S-X
    in your next amendment.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff and the financial statements have
been updated.

Consolidated
Statements of Cash Flows, page F-7

    3.
    We
    note your response to prior comment 5. We re-issue the comment. Please revise Note 10 - Subsequent Events to disclose the additional
    shares issued subsequent to the interim period-end to include the date of issuance, number of shares issued, the purpose of issuances
    and the value of the shares issued.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page F-30.

Exhibits

96.1, page II-3

    4.
    We
    note that Table19-2 is a life of mine cash flow analysis that includes measured, indicated, and inferred resources. Please also include
    the entire cash flow analysis that is based on measured and indicated mineral resources in order to comply with Item 1302(d)(4)(ii)
    of Regulation S-K.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff in exhibit 96.1 page II-3.

We
hope the Amended Registration Statement addresses the comments of the Commission. If we can provide any further assistance, please do
not hesitate to contact the undersigned.

  Sincerely,

  THE CRONE LAW GROUP P.C.

cc:
Steven Rudofsky. Percentage of Ownership After the Offering

Chief
Executive Officer

420 Lexington Avenue, Suite 2446, New York, NY
10170 | 646-861-7891

12121 Wilshire Blvd., Suite 810, Los Angeles, CA 90025 | 818-930-5686

January 3, 2025
Andrew Brodkey
Chief Executive Officer
Idaho Copper Corporation
800 W. Main Street, Suite 1460
Boise, ID 83702
Re:Idaho Copper Corporation
Form 10-K for the Fiscal Year Ended January 31, 2024
Filed May 15, 2024
File No. 333-108715
Dear Andrew Brodkey:
            We have reviewed your December 12, 2024 response to our comment letter and have
the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
December 5, 2024 letter.
Form 10-K for the Fiscal Year Ended January 31, 2024
Item 2. Properties, page 7
Consistent with the comment in our letter dated October 23, 2024, if you continue to
claim mineral resources please file an amended Form 10-K for the Fiscal Year Ended
January 30, 2024 with the mineral resource disclosure, as required by Item 1304(d) of
Regulation S-K.  The resource disclosure should include the price, cut-off grade,
metallurgical recovery factor, and the specific point of reference in which the
resources were calculated, such as in-situ, mill feed, saleable product, etc.

Additionally, also consistent with our comment letter dated October 23, 2024, include
the incremental mineral property disclosure in your amended filing, as required by
item 1304(b) of Regulation S-K, including;
the location of your property, accurate to within one mile, using an easily •1.

January 3, 2025
Page 2
recognizable coordinate system,
•the total cost or book value of the property, and
•a brief description of any significant encumbrances to the property, including
current and future permitting requirements and the associated timelines and
conditions.
            Please contact Steve Lo at 202-551-3394 or Kimberly Calder at 202-551-3701 if you
have questions regarding comments on the financial statements and related matters. Please
contact John Coleman at 202-551-3610 regarding the engineering comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Cassi Olson

December 31, 2024
Andrew Brodkey
Chief Executive Officer
Idaho Copper Corporation
800 W. Main Street , Suite 1460
Boise, ID 83702
Re:Idaho Copper Corporation
Amendment No. 3 to Registration Statement on Form S-1
Filed December 16, 2024
File No. 333-280762
Dear Andrew Brodkey:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 9, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-1
Description of Business, page 30
1.If you continue to claim mineral resources please revise your registration statement to
include your mineral resources, as required by Item 1304(d) of Regulation S-K. Please
refer to this instruction for examples of a table format, that may be modified, with
respect to your mineral resources.

The resources should be disclosed at a single cut-off grade and the disclosure should
include the price, cut-off grade, metallurgical recovery factor, and the specific point of
reference in which the resources were calculated, such as in-situ, mill feed, saleable
product, etc. We suggest disclosing the pit optimization parameters that were used to
constrain the resource.

December 31, 2024
Page 2
Consolidated Financial Statements, page F-1
2.Please update your financial statements, auditor consents and relevant disclosures and
discussions pursuant to Rule 8-08 of Regulation S-X in your next amendment.
Note 10 - Subsequent Events, page F-29
3.We note your response to prior comment 5.  We re-issue the comment.  Please revise
Note 10 - Subsequent Events to disclose the additional shares issued subsequent to the
interim period-end to include the date of issuance, number of shares issued, the
purpose of issuances and the value of the shares issued.
Exhibits
96.1, page II-3
4.We note that Table19-2 is a life of mine cash flow analysis that includes measured,
indicated, and inferred resources.  Please also include the entire cash flow analysis
that is based on measured and indicated mineral resources in order to comply with
Item 1302(d)(4)(ii) of Regulation S-K.
            Please contact Steve Lo at 202-551-3394 or Kimberly Calder at 202-551-3701 if you
have questions regarding comments on the financial statements and related matters. You may
contact John Coleman at 202-551-3610 for questions regarding the mining engineering
comments. Please contact Cheryl Brown at 202-551-3905 or Irene Barberena-Meissner at
202-551-6548 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Cassi Olson, Esq.

CORRESP
1
filename1.htm

  Mark
                         E. Crone

Managing
Partner

mcrone@cronelawgroup.com

December
13, 2024

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Applications and Services

100
F Street, N.E.

Washington,
DC 20549

Attn:
Steve Lo

Kimberly
Calder

John
Coleman

Cheryl
Brown

Irene
Barberena-Meissner

  Re:
  Idaho Copper Corporation

  Registration
                                  Statement on Form S-1

  Filed
                                  November 22, 2024

  File
                                  No. 333-280762

Dear
Sir and Madam:

On
behalf of Idaho Copper Corporation, a Nevada corporation (the “Company”), we hereby file with the Securities and Exchange
Commission (the “Commission”) an amended registration statement on Form S-1 (the “Amended Registration Statement”)
in response to the comments of the staff (the “Staff”), dated December 9, 2024, with reference to the Company’s Registration
Statement on Form S-1 filed with the Commission on November 22, 2024.

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to
the Company on a consolidated basis.

Amendment
No. 2 Registration Statement on Form S-1

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 25

  1.
  We note your response to
  prior comment 1. However, no revision was made. We reissue the comment. As of July 31, 2024, you state that you “expect to incur
  expenses offset by revenues during the next twelve months of operations.” You also state that “the Company does not project
  revenue for the next few years.” Please revise the contradicting statements accordingly.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 25.

420
Lexington Avenue, Suite 2446, New York, NY 10170 | 646-861-7891

12121
Wilshire Blvd., Suite 810, Los Angeles, CA 90025 | 818-930-5686

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

December
13, 2024

Page
2

Consolidated
Statements of Cash Flows, page F-7

  2.
  We note that your response
  to prior comment 4. Given that you acknowledge the amounts are misclassified, tell us why you did not revise the presentation or revise
  in the next filing. Additionally, address how $36,000 of Proceeds from non-current bond liabilities were received when no bond liabilities
  appear to have been issued in 2023, per Note 5.

Response:
The Company respectfully advises the Staff that it ascertained in the fiscal year 2023 financial audit that prior unaudited unreviewed
financial statements for fiscal year 2022 had understated the debenture balance of $3,135,000 by $36,000. Upon further review, it was
determined that this insignificant amount was included in equity as part of the recapitalization.

Note
4 - Convertible Notes, page F-12

  3.
  We note responses to prior
  comments 4 and 5. Please provide us with rollforward schedules for each of the years ended January 31, 2024 and 2023 and through April
  5, 2024, when the notes were converted to common stock. The rollforward schedules should begin with the balance of convertible notes
  as of February 1, 2022 through to the ending balance as of January 31, 2023, continue to the ending balance as of January 31, 2024
  and end with the zero balance at April 5, 2024. In these rollforward schedules, please show dates and amounts of each convertible note
  issued during these periods. In addition, show any discounts associated with each convertible note and other applicable reconciling
  items with clear explanations. The total of the balances should match the amounts presented in the balance sheets as of January 31,
  2023, January 31, 2024 and July 31, 2024.

Response:
Company respectfully advises the Staff that it has prepared the requested rollforward schedule and attached it as Exhibit 1.

  4.
  We note your response to
  prior comment 7. In this regard, we note that Convertible Notes at December 31, 2022 in the ICUMO unaudited financial statements in
  the Form 8-K/A filed on February 14, 2023 totaled $3,674,000. Explain to us the difference between the $3,674,000 value and the $898,000
  carrying value of ICUMO notes detailed in your response.

Response:
The Company respectfully advises the Staff that it filed a Form 8-K/A on February 14, 2023, where the Company identified these notes
as “convertible” when several of the notes contained no such conversion features. This information was provided in Note 6
to the December 31, 2022, unaudited financial statements on page 13 which included the terms of these notes, in which we stated only
$325,000 worth of notes were convertible.

For
the Form 10-Q filed June 14, 2023, for the period ended April 30, 2023, the Company detected this error and appropriately reclassified
the note balances which were not convertible to “Bond Liabilities” which was the financial statement description selected
by management for these notes. In essence, this is a reclassification due to an error in the unaudited and unreviewed information presented
in the Form 8-K/A filed on February 14, 2023.

 U.S.
                                            Securities and Exchange Commission

Division
of Corporation Finance

December
13, 2024

Page
3

Note
10 - Subsequent Events, page F-29

  5.
  Your response to prior comment
  9 referred us to page F-29. However, your disclosure does not appear to address prior comment 9 and does not update for the current
  balances at July 31, 2024. We note from pages 5 and 47 that you have 258,340,664 shares of common stock issued and outstanding at November
  21, 2024. In addition, we note from the Condensed Consolidated Balance Sheet as of July 31, 2024 on page F-17 that you had 249,946,937
  shares of common stock issued and outstanding. Please revise to disclose the shares issued subsequent to July 31, 2024 to include the
  date of issuance, number of shares issued, the purpose of issuances and the value of the shares issued.

Response:
The Company has prepared the requested rollforward schedule below for the reconciliation of the shares of common stock outstanding
in accordance with the comments of the Staff.

    Date
    Issuance
    Outstanding
    Value
    Explanation

    Common Stock

                                                                                New Issuance

    7/31/2024

      249,946,937

    Brodkey
    8/2/2024
      170,000
      250,116,937
    $ 42,500
    Conversion
    of accrued compensation

    Rudofsky
    8/2/2024
      125,000
      250,241,937
    $ 31,250
    Conversion of accrued compensation

    Scannell
    8/2/2024
      350,000
      250,591,937
    $ 87,500
    Conversion of accrued compensation

    Non-employees
    8/2/2024
      781,000
      251,372,937
    $ 574,750
    Conversion of accrued compensation

    Brodkey
    9/25/2024
      2,570,000
      253,942,937
    $ 565,400
    Conversion of accrued compensation

    Scannell
    9/25/2024
      2,500,000
      256,442,937
    $ 550,000
    Conversion of accrued compensation

    Rudofsky
    9/25/2024
      125,000
      256,567,937
    $ 27,500
    Conversion of accrued compensation

    Non-employees
    9/25/2024
      375,000
      256,942,937
    $ 82,500
    Conversion of accrued compensation

    Common
                                 Stock

                                 New
                                 Issuance

    10/31/2024

      256,942,937

    Scannell
    11/5/2024
      397,727
      257,340,664
    $ 87,500
    Conversion of accrued compensation

    Brodkey
    11/5/2024
      193,182
      257,533,846
    $ 42,500
    Conversion of accrued compensation

    Non-employees
    11/5/2024
      306,818
      257,840,664
    $ 67,500
    Conversion of accrued compensation

    Rudofsky
    11/5/2024
      500,000
      258,340,664
    $ 75,000
    Exercise of warrants @
    $0.15 per share

    Common Stock
    12/10/2024

      258,340,664

Exhibits
96.1, page II-2

  6.
  We note your response to
  comment 10. Please address the following with respect to your technical report summary;

Revise
to include the point of reference at which your mineral resources were calculated, for example in-situ, mill feed, saleable product,
etc, as required by Item 601(b)(96)(iii)(B)(11)(1) of Regulation S-K;

Response:
The technical summary report has added statements on pages 3 and 93 of the report in accordance with the comments of the Staff.

 U.S.
                                            Securities and Exchange Commission

Division
of Corporation Finance

December
13, 2024

Page
4

Revise
to discuss the operating costs associated with your cut-off grade as required by Item 601(b)(96)(iii)(B)(11)(iii) of Regulation S-K,
and provide additional disclosure regarding the incremental cost associated with the cost to process the material that has been sorted.
For example, the pricing that you have referenced related to your cut-off grade is a finished product price, however the unit cost does
not appear to cover all incremental costs up to the point of a saleable product;

Response:
The technical summary report has added statements on pages 5 and 105 of the report in accordance with the comments of the Staff.
The Company respectfully advises the Staff that one must take into account the upgrade achieved by the sorters in that $5 of material
is fed into sorters but $6.75 of material comes out to the mill. The overall costs if the processing admin and refining charges are added
is $6 thus the output of $6.75 generates a profit.

Revise
to discuss the uncertainty in the estimates of inferred, indicated, and measured resources as required by Item 601(b)(96)(iii)(B)(11)(v)
of Regulation SK;

Response:
The technical summary report has been revised in sections 1.10.1 and 22.2.1 in accordance with the comments of the Staff.

Revise
to provide the qualified persons opinion of whether all issues relating to all relevant technical and economic factors can be resolved
with further work as required by Item 601(b)(96)(iii)(B)(11)(vi) of Regulation S-K;

Response:
The technical summary report has been revised in section 1.1.28 in accordance with the comments of the Staff.

Please
revise to ensure all figures and references to figures are correct. For example, Figure 11-1, 11-2, and 11-3 on page 99 do not appear
to be correct;

Response:
The technical summary report has been revised for correctness in accordance with the comments of the Staff.

Revise
to clarify if Tables 19-2 and 19-3 include inferred resources. The LOM project annual cash flow should be included for the non-inferred
resources and all tables under Item 19 should be adequately labeled and described.

Response:
Tables 19-2 and 19-3, the LOM project annual cash flow and noon-9nferred resources and all tables under Item 19 of the technical
summary report have been revised in accordance with the comments of the Staff.

U.S.
                                            Securities and Exchange Commission

Division
of Corporation Finance

December
13, 2024

Page
5

We
hope the Amended Registration Statement addresses the comments of the Commission. If we can provide any further assistance, please do
not hesitate to contact the undersigned.

Sincerely,

THE
CRONE LAW GROUP P.C.

  cc:
  Steven Rudofsky

Chief
Executive Officer

CORRESP
1
filename1.htm

    Mark
                                            E. Crone

    Managing
    Partner

    mcrone@cronelawgroup.com

December
12, 2024

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Applications and Services

100
F Street, N.E.

Washington,
DC 20549

Attn:
Steve Lo

Kimberly
Calder

John
Coleman

Cheryl
Brown

Irene
Barberena-Meissner

    Re:
    Idaho
                                            Copper Corporation

    Form
    10-K for the Fiscal Year Ended January 31, 2024

    Filed
    May 15, 2024

    Form
    8-K Filed October 8, 2024

    File
    No. 333-108715

Dear
Sir and Madam:

On
behalf of Idaho Copper Corporation, a Nevada corporation (the “Company”), we hereby file with the Securities and Exchange
Commission (the “Commission”) this correspondence in response to the comments of the staff (the “Staff”), dated
December 5, 2024, with reference to the Company’s Form 10-K filed with the Commission on May 15, 2024 and Form 8-K filed with the
Commission on October 8, 2024.

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to
the Company on a consolidated basis.

Form
10-K for the Fiscal Year Ended January 31, 2024

Item
2. Properties, page 7

    1.
    We
    note your response to comments prior 1 and 2. Please provide your proposed Form 10-K revisions in your next response.

Response:
The Company respectfully advises the Staff, after speaking with various accounting officials, that the Company believes the F-page
amendments are not significant and, therefore, are not material. The Company does not believe an amended 10-K is warranted here. Additionally,
the S-1, as well as the Form 10-Q which will be filed, address the Staff’s comments and provide clarity and updated disclosure.

    420
                                            Lexington Avenue, Suite 2446, New York, NY 10170 | 646-861-7891

    12121
    Wilshire Blvd., Suite 810, Los Angeles, CA 90025 | 818-930-5686

    2.
    We
    note your responses to prior comments 6 and 10. In this regard, we note that Convertible notes and Bond liabilities at December 31,
    2022 in the ICUMO unaudited financial statements in the Form 8-K/A filed on February 14, 2023 were $3,674,000 and $100,000, respectively.
    However, in the Form 10-Q for the period ended April 30, 2023 filed June 14, 2023. Convertible notes and Bond liabilities at January
    31, 2023 are $218,429 and $3,135,000, respectively, reflecting the merger and application of reverse merger accounting. Please explain
    the significant difference in the values from the December 31, 2022 financial statements of ICUMO to those values in the January
    31, 2023 financial statements of the Company.

Response:
The Company filed Form 8-K/A on February 14, 2023, whereas the Company had identified these notes as “convertible” when
several of the notes contained no such conversion features. This information was provided in Note 6 to the December 31, 2022, unaudited
financial statements on page 13 which included the terms of these notes of which there was only $325,000 of convertible notes.

For
the Form 10-Q filed June 14, 2023, for the period ended April 30, 2023, the Company detected this error and appropriately reclassified
the note balances which were not convertible to “Bond Liabilities” which was the financial statement description selected
by management for these notes. In essence, this is a reclassification due to an error in the unaudited and unreviewed information presented
in the Form 8-K/A filed on February 14, 2023.

Note
4 – Convertible Notes, page F-12

    3.
    We
                                            note your responses to prior comments 4 and 5. Please provide us with rollforward schedules
                                            for each of the years ended January 31, 2024 and 2023. The rollforward schedules should begin
                                            with the balance of convertible notes as of February 1, 2022 through to the ending balance
                                            as of January 31, 2023 and continue to the ending balance as of January 31, 2024. In these
                                            rollforward schedules, please show dates and amounts of each convertible note issue during
                                            these two years. In addition, show any discounts associated with each convertible note and
                                            other applicable reconciling items with clear explanations. The total of the balances should
                                            match to the amounts presented in the balance sheets as of January 31, 2023 and 2024.

    Response:
    The Company has prepared the requested roll forward schedule as attached in Exhibit 1.

If
we can provide any further assistance, please do not hesitate to contact the undersigned.

Sincerely,

THE
CRONE LAW GROUP P.C.

cc:
Steven Rudofsky, Chief Executive Officer

    420
                                            Lexington Avenue, Suite 2446, New York, NY 10170 | 646-861-7891

    12121
    Wilshire Blvd., Suite 810, Los Angeles, CA 90025 | 818-930-5686

EXHIBIT
1

Convertible
Notes

Rollforward

February
1, 2022 - July 31, 2024

    Fiscal Year 2023
    Fiscal Year 2024
    Fiscal Year 2025

    Net
    Reissued
    New Issues
    New Issues
    New Issues,
    Principal
    Discounts
    Net
    New

    Principal
    Discounts
    Net
    Conversions

    Balance
    Notes
    Principal
    Discounts
    Net
    Balance
    Balance
    Balance
    Issue
    Discounts
    Balance
    Balance
    Balance
    Principal
    Balance
    Balance
    Balance

    2/1/2022
    1/23/2023
    1/23/2023
    1/23/2023
    1/23/2023
    1/31/2023
    1/31/2023
    1/31/2023
    5/8/2023
    5/8/2023
    1/31/2024
    1/31/2024
    1/31/2024
    4/5/2024
    4/5/2024
    4/30/2024
    7/31/2024

    Steven Rudofsky
    $ 125,000
    $ 125,000

    $ -
    $ -
    $ 125,000

    $ 125,000
    $ -
    $ -
    $ 125,000

    $ 125,000
    $ 125,000
    $ -
    $ -
    $ -

    Feehan Partners. LP
    $ 87,334
    $ 87,334

    $ -
    $ -
    $ 87,334

    $ 87,334
    $ -
    $ -
    $ 87,334

    $ 87,334
    $ 87,334
    $ -
    $ -
    $ -

    The Jeffrey V. and Karin R. Hembrock Revocable Trust
    $ -
    $ -
    $ 100,000
    $ 100,000
    $ -
    $ 100,000
    $ 99,111
    $ 889
    $ -
    $ -
    $ 100,000
    $ 59,111
    $ 40,889
    $ 100,000
    $ -
    $ -
    $ -

    The Gaitonde Living Trust, Girish Gaitonde Trustee
    $ -
    $ -
    $ 100,000
    $ 100,000
    $ -
    $ 100,000
    $ 99,111
    $ 889
    $ -
    $ -
    $ 100,000
    $ 59,111
    $ 40,889
    $ 100,000
    $ -
    $ -
    $ -

    Corey Redfield
    $ -
    $ -
    $ 50,000
    $ 50,000
    $ -
    $ 50,000
    $ 49,556
    $ 444
    $ -
    $ -
    $ 50,000
    $ 29,556
    $ 20,444
    $ 50,000
    $ -
    $ -
    $ -

    PV Partners, LP
    $ -
    $ -
    $ 75,000
    $ 75,000
    $ -
    $ 75,000
    $ 74,333
    $ 667
    $ -
    $ -
    $ 75,000
    $ 44,333
    $ 30,667
    $ 75,000
    $ -
    $ -
    $ -

    Shaun Dykes
    $ -
    $ -
    $ 30,000
    $ 30,000
    $ -
    $ 30,000
    $ 29,733
    $ 267
    $ -
    $ -
    $ 30,000
    $ 17,733
    $ 12,267
    $ 30,000
    $ -
    $ -
    $ -

    Patricia Czerniej
    $ -
    $ -
    $ 30,000
    $ 30,000
    $ -
    $ 30,000
    $ 29,733
    $ 267
    $ -
    $ -
    $ 30,000
    $ 17,733
    $ 12,267
    $ 30,000
    $ -
    $ -
    $ -

    James Dykes
    $ -
    $ -
    $ 30,000
    $ 30,000
    $ -
    $ 30,000
    $ 29,733
    $ 267
    $ -
    $ -
    $ 30,000
    $ 17,734
    $ 12,266
    $ 30,000
    $ -
    $ -
    $ -

    Jason Czerniej
    $ -
    $ -
    $ 30,000
    $ 30,000
    $ -
    $ 30,000
    $ 29,733
    $ 267
    $ -
    $ -
    $ 30,000
    $ 17,733
    $ 12,267
    $ 30,000
    $ -
    $ -
    $ -

    Louise Dykes
    $ -
    $ -
    $ 30,000
    $ 30,000
    $ -
    $ 30,000
    $ 29,734
    $ 266
    $ -
    $ -
    $ 30,000
    $ 17,734
    $ 12,266
    $ 30,000
    $ -
    $ -
    $ -

    Andrew Brodkey
    $ -
    $ -
    $ 98,000
    $ 98,000
    $ -
    $ 98,000
    $ 97,129
    $ 871
    $ -
    $ -
    $ 98,000
    $ 57,929
    $ 40,071
    $ 98,000
    $ -
    $ -
    $ -

    Feehan Partners, LP
    $ -
    $ -
    $ 112,666
    $ 112,666
    $ -
    $ 112,666
    $ 111,665
    $ 1,001
    $ -
    $ -
    $ 112,666
    $ 66,598
    $ 46,068
    $ 112,666
    $ -
    $ -
    $ -

    Gil Atzmon
    $ -
    $ -
    $ -
    $ -
    $ -
    $ -
    $ -
    $ -
    $ 101,200
    $ 52,233
    $ 101,200
    $ 35,157
    $ 66,043
    $ 101,200
    $ -
    $ -
    $ -

    Jon Powell
    $ -
    $ -
    $ -
    $ -
    $ -
    $ -
    $ -
    $ -
    $ 100,000
    $ 51,613
    $ 100,000
    $ 34,739
    $ 65,261
    $ 100,000
    $ -
    $ -
    $ -

    Total
    $ 212,334
    $ 212,334
    $ 685,666
    $ 685,666
    $ -
    $ 898,000
    $ 679,571
    $ 218,429
    $ 201,200
    $ 103,846
    $ 1,099,200
    $ 475,201
    $ 623,999
    $ 1,099,200
    $ -
    $ -
    $ -

    Per Balance Sheet

    $ 218,429

    $ 623,999

    $ -
    $ -
    $ -

December 9, 2024
Andrew Brodkey
Chief Executive Officer
Idaho Copper Corporation
800 W. Main Street , Suite 1460
Boise, ID 83702
Re:Idaho Copper Corporation
Amendment No. 2 to Registration Statement on Form S-1
Filed November 22, 2024
File No. 333-280762
Dear Andrew Brodkey:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our October 17, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 25
1.We note your response to prior comment 1. However, no revision was made. We re-
issue the comment. As of July 31, 2024, you state that you "expect to incur expenses
offset by revenues during the next twelve months of operations." You also state that
"the Company does not project revenue for the next few years." Please revise the
contradicting statements accordingly.
Consolidated Statements of Cash Flows, page F-7
We note your response to prior comment 4. Given that you acknowledge the amounts
are misclassified, tell us why you did not revise the presentation or revise in the next 2.

December 9, 2024
Page 2
filing. Additionally, address how $36,000 of Proceeds from non-current bond
liabilities were received when no bond liabilities appear to have been issued in 2023,
per Note 5.
Note 4 - Convertible Notes, page F-12
3.We note your responses to prior comments 4 and 5. Please provide us with
rollforward schedules for each of the years ended January 31, 2024 and 2023 and
through April 5, 2024, when the notes were converted to common stock. The
rollforward schedules should begin with the balance of convertible notes as of
February 1, 2022 through to the ending balance as of January 31, 2023, continue to
the ending balance as of January 31, 2024 and end with the zero balance at April 5,
2024. In these rollforward schedules, please show dates and amounts of each
convertible note issued during these periods. In addition, show any discounts
associated with each convertible note and other applicable reconciling items with
clear explanations. The total of the balances should match the amounts presented in
the balance sheets as of January 31, 2023, January 31, 2024 and July 31, 2024.
4.We note your response to prior comment 7. In this regard, we note that Convertible
Notes at December 31, 2022 in the ICUMO unaudited financial statements in the
Form 8-K/A filed on February 14, 2023 totaled $3,674,000. Explain to us the
difference between the $3,674,000 value and the $898,000 carrying value of ICUMO
notes detailed in your response.
Note 10 - Subsequent Events, page F-29
5.Your response to prior comment 9 referred us to page F-29. However, your disclosure
does not appear to address prior comment 9 and does not update for the current
balances at July 31, 2024. We note from pages 5 and 47 that you have 258,340,664
shares of common stock issued and outstanding at November 21, 2024. In addition,
we note from the Condensed Consolidated Balance Sheet as of July 31, 2024 on page
F-17 that you had 249,946,937 shares of common stock issued and outstanding.
Please revise to disclose the shares issued subsequent to July 31, 2024 to include the
date of issuance, number of shares issued, the purpose of issuances and the value of
the shares issued.
Exhibits
96.1, page II-2
We note your response to comment 10.  Please address the following with respect to
your technical report summary:

•Revise to include the point of reference at which your mineral resources were
calculated, for example in-situ, mill feed, saleable product, etc, as required by
Item 601(b)(96)(iii)(B)(11)(1) of Regulation S-K;
Revise to discuss the operating costs associated with your cut-off grade as
required by Item 601(b)(96)(iii)(B)(11)(iii) of Regulation S-K, and provide
additional disclosure regarding the incremental cost associated with the cost to
process the material that has been sorted. For example, the pricing that you have •6.

December 9, 2024
Page 3
referenced related to your cut-off grade is a finished product price, however the
unit cost does not appear to cover all incremental costs up to the point of a
saleable product;
•Revise to discuss the uncertainty in the estimates of inferred, indicated, and
measured resources as required by Item 601(b)(96)(iii)(B)(11)(v) of Regulation S-
K;
•Revise to provide the qualified persons opinion of whether all issues relating to all
relevant technical and economic factors can be resolved with further work as
required by Item 601(b)(96)(iii)(B)(11)(vi) of Regulation S-K;
•Please revise to ensure all figures and references to figures are correct. For
example, Figure 11-1, 11-2, and 11-3 on page 99 do not appear to be correct;
•Revise to clarify if Tables 19-2 and 19-3 include inferred resources. The LOM
project annual cash flow should be included for the non-inferred resources and all
tables under Item 19 should be adequately labeled and described.

If you continue to disclose mineral resources, please disclose the mineral resources
and all of the information required under Item 1304(d) of Regulation S-K in your
registration statement and annual filings, including the price, cut-off grade,
metallurgical recovery factor, and the specific point of reference.
            Please contact Steve Lo at 202-551-3394 or Kimberly Calder at 202-551-3701 if you
have questions regarding comments on the financial statements and related matters. You may
contact John Coleman at 202-551-3610 for questions regarding the engineering comments.
Please contact Cheryl Brown at 202-551-3905 or Irene Barberena-Meissner at 202- 551-6548
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Cassi Olson

December 5, 2024
Andrew Brodkey
Chief Executive Officer
Idaho Copper Corporation
800 W. Main Street, Suite 1460
Boise, ID 83702
Re:Idaho Copper Corporation
Form 10-K for the Fiscal Year Ended January 31, 2024
Filed May 15, 2024
Correspondence Filed November 18, 2024
File No. 333-108715
Dear Andrew Brodkey:
            We have reviewed your November 18, 2024 response to our comment letter and have
the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our October
23, 2024 letter.
Form 10-K for the Fiscal Year Ended January 31, 2024
Item 2. Properties, page 7
1.We note your response to comments prior 1 and 2. Please provide your proposed
Form 10-K revisions in your next response.
Note 1 - Nature of Operations, page F-8
We note your responses to prior comments 6 and 10. In this regard, we note that
Convertible notes and Bond liabilities at December 31, 2022 in the ICUMO unaudited
financial statements in the Form 8-K/A filed on February 14, 2023 were $3,674,000
and $100,000, respectively. However, in the Form 10-Q for the period ended April 30,
2023 filed June 14, 2023, Convertible notes and Bond liabilities at January 31, 2023
are $218,429 and $3,135,00, respectively, reflecting the merger and application of 2.

December 5, 2024
Page 2
reverse merger accounting. Please explain the significant difference in the values
from the December 31, 2022 financial statements of ICUMO to those values in the
January 31, 2023 financial statements of the Company.
Note 4 - Convertible Notes, page F-12
3.We note your responses to prior comments 4 and 5. Please provide us with
rollforward schedules for each of the years ended January 31, 2024 and 2023. The
rollforward schedules should begin with the balance of convertible notes as of
February 1, 2022 through to the ending balance as of January 31, 2023 and continue
to the ending balance as of January 31, 2024. In these rollfoward schedules, please
show dates and amounts of each convertible note issued during these two years. In
addition, show any discounts associated with each convertible note and other
applicable reconciling items with clear explanations. The total of the balances should
match to the amounts presented in the balance sheets as of January 31, 2023 and 2024.
            Please contact Steve Lo at 202-551-3394 or Kimberly Calder at 202-551-3701 if you
have questions regarding comments on the financial statements and related matters.  You may
contact John Coleman at 202-551-3610 for questions regarding the engineering comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Cassi Olson

CORRESP
1
filename1.htm

    Mark
                                            E. Crone

    Managing
    Partner

    mcrone@cronelawgroup.com

November
21, 2024

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Applications and Services

100
F Street, N.E.

Washington,
DC 20549

Attn:
Steve Lo

Kimberly
Calder

John
Coleman

Cheryl
Brown

Irene
Barberena-Meissner

    Re:
    Idaho
    Copper Corporation

    Amendment
    No. 1 to Registration Statement on Form S-1

    Submitted
    September 19, 2024

    File
    No. 333-280762

Dear
Sir and Madam:

On
behalf of Idaho Copper Corporation, a Nevada corporation (the “Company”), we hereby file with the Securities and Exchange
Commission (the “Commission”) an amended registration statement on Form S-1 (the “Amended Registration Statement”)
in response to the comments of the staff (the “Staff”), dated October 17, 2024, with reference to the Company’s Registration
Statement on Form S-1/A filed with the Commission on September 19, 2024.

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to
the Company on a consolidated basis.

Amendment
No. 1 to Registration Statement on Form S-1

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Liquidity
and Capital Resources, page 25

    1.
    We
    note your response to prior comment 6. You state that you expect to incur expenses offset by revenues during the next twelve months
    of operations. You also state that the Company does not project revenue for the next few years. Please revise the contradicting statements
    accordingly.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 1.

    420 Lexington Avenue, Suite 2446, New York, NY 10170 | 646-861-7891

12121 Wilshire Blvd., Suite 810, Los Angeles, CA 90025 | 818-930-5686

Consolidated
Financial Statements, page F-1

    2.
    Please
    provide updated interim financial statements for the six months ended and as of July 31, 2024. Refer to Rule 8-08 of Regulation S-X.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff and the financial statements and
footnotes for the six months ended July 31, 2024 have been included.

Consolidated
Statements of Cash Flows, page F-7

    3.
    We
    note your response to prior comment 16. You indicate that the $395,735 was treated as an equity contribution in 2023. Tell us where
    such equity contribution is located in the Statement of Changes in Stockholders’ Deficit for 2023 and in the Noncash financing
    activities of the Statement of Cash Flows for 2023.

Response:
The Company respectfully advises the Staff that the $395,735 represent expenses paid by the parent of International CuMo Mining Corporation
prior to the reverse recapitalization of Joway Health Industries. As a result of the reverse recapitalization, these contributions are
included in the $19,378,067 of additional paid-in capital which is reflective of the effect of the reverse recapitalization of Joway
Health Industries on the Consolidated Statements of Stockholders’ Deficit.

    4.
    We
    note your response to prior comment 17. Given your explanation, tell us why in your Statement of Cash Flows the $325,000 is not presented
    on the line item Proceeds from convertible notes payable and the $36,000 not presented on a line item Proceeds from non-current bond
    liabilities, rather than on Proceeds from notes payable. Additionally, in Note 5, Bond Liabilities, there does not appear to be any
    bond liabilities issued in 2023. Please revise or clarify your response.

Response:
The amounts are appropriately presented within financing as required by U.S. GAAP however we acknowledge they are misclassified
and we will reclassify these amounts in our future filings.

    5.
    We
    note your response to prior comment 18. The Statement of Cash Flows shows proceeds from convertible notes payable of $202,200 in
    2024. However, your response indicates that $98,354 relates to proceeds from convertible notes payable. Additionally, it’s
    unclear how the $1,000 of accounts payable and accrued expenses and $1,887 of accrued expenses - related party relate to convertible
    notes payable on the Balance Sheet or Statement of Cash Flows. Please clarify or revise.

Response:
As reflected within Note 4 to our Consolidated Financial Statements, we issued $202,000 of additional notes payable. On issuance,
a discount was recognized attributable to the conversion feature and associated warrants in the amount of $103,846. The $98,354 is reflective
of the net increase in the account balance at initial recognition which is inclusive of the aforementioned discount. We did not investigate
the $1,000 or $1,887 as these amounts are trivial to the consolidated financial statements.

    420 Lexington Avenue, Suite 2446, New York, NY 10170 | 646-861-7891

12121 Wilshire Blvd., Suite 810, Los Angeles, CA 90025 | 818-930-5686

Note
4 - Convertible Notes, page F-12

    6.
    The
    Company’s response to prior comment 21 did not contain sufficient information. Accordingly, we reissue the comment in its entirety.
    Please clarify or revise to clearly describe the property noted as collateral in the table in Note 4 for each of your convertible
    notes. In this regard, we note no property asset in your balance sheet.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page F-12.

    7.
    The
    Company’s response to prior comment number 22 did not contain sufficient information. Please provide  detailed information
    as to the transaction resulting in the loss on extinguishment of debt of $1,774,000. In this regard, tell us the amount issued, conversion
    price, number of warrants and exercise price of the convertible notes that were originally issued by ICUMO  and how the loss
    was determined due to the replacement notes and warrants.

Response:
The original lenders from ICUMO were each issued new convertible notes and warrants in the name of Joway Health Industries (Idaho
Copper). As a result, we determined that this transaction represented a debt extinguishment because the present value of the newly issued
debt and warrants exceeded the present value of the ICUMO debt by more than 10% as discussed in ASC 470-50-40-10. Accordingly, the value
of the newly issued Joway note and warrants were recognized at fair value with a corresponding expense less the carrying value of ICUMO
notes. There were no other components within the transaction.

The
value of each component in the transaction was determined as follows:

Warrants

    Exercise Price
    $ 0.15

    Stock Price
    $ 0.22

    Volatility*
      168 %

    Risk Free Rate
      2.97 %

    Term (years)
      3

    Fair value of warrants
    $ 1,773,550

*We
used comparable companies for determining historical volatility due to the Company’s market not being actively traded at the time
of the transaction and for a lack of historical pricing data sufficient to match with the term of the underlying warrants.

The
new Joway notes were estimated to have a fair value of $898,000 based on the debt holders willingness to exchange their existing notes
on a dollar for dollar basis with the old notes. Accordingly, the loss on debt extinguishment was calculated as:

    Fair value of Joway warrants
    $ 1,773,550

    Fair value of Joway notes
      898,000

    Less: Carrying value of ICUMO notes
      (898,000 )

    rounding
      450

    Loss on Extinguishment
    $ 1,774,000

Note
7 - Stockholders’ Equity, page F-13

    8.
    We
    note your response to prior comment 25. We note that you updated the compensation for 2023 detailed on page 43, which now totals
    $821,788 and is less than Payroll and related expenses of $963,055 in the Statements of Operations on page F-5. Additionally, some
    2023 compensation was paid via stock compensation, which would appear to lessen the amount deemed Payroll and related expenses. Please
    clarify or revise.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 25.

Note
10 - Subsequent Events, page F-29

    9.
    We
    note your response to prior comment 26 in which you indicate “the total on the cover page should have been 249,730,673.”
    However, we note 251,372,937 shares on page 5. Additionally, the percentage of beneficial ownership on page 45 is calculated based
    upon 251,372,937 shares. Please clarify or revise accordingly.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page F-29 as updated financials
for the quarter ended July 31, 2024 have been added.

    420 Lexington Avenue, Suite 2446, New York, NY 10170 | 646-861-7891

12121 Wilshire Blvd., Suite 810, Los Angeles, CA 90025 | 818-930-5686

Exhibits

96.1,
page II-2

    10.
    We
                                            have reviewed your responses to the comments that were issued related to your technical report
                                            summary and we have the following observations. Please address each of these items in your
                                            response. If you do not concur with any of these observations please explain in your response.

    As
    required by Item 1302(a)(1) of Regulation S-K, your disclosure of mineral resources must be based on and accurately reflect information
    and supporting documentation prepared by a qualified person. Therefore the consultants that prepared the mineral resource section
    of the technical report summary should provide consent and be listed as qualified persons. In the alternative, the section should
    be prepared by the sole qualified person that is currently referenced in the technical report summary.

    Response:
    We respectfully advise the Staff that Mr. Dykes has prepared the section as author/QP as he worked directly with the consultants
    on all aspects of the report. The Canadian filed version of the report required all QP’s be independent of the issuer and as
    such Mr. Dykes is not independent, the consultant took responsibility for all work, which is allowed under Canada in 43-101. Under
    Canada in 43-101, a QP can take responsibility for another individual’s work.

    In
    either case, the resource section should address each paragraph under Item 601(b)(96)(iii)(B)(11) of Regulation S-K and all information
    should be current, including mineral pricing and cost information. It appears that the information prepared in this section is based
    on 2015 and 2012 cost and pricing information.

    Response:
    We respectfully advise the Staff that all information is current. However, please note it is not customary to use current spot
    prices in the technical analysis of long-term projects like Cumo, especially given the high volatility in the market prices. For
    example, copper prices are rising but there are challenges with the current global economy. There is no way to accurately select
    prices when the future economy is unknown. The author has taken a conservative approach to metal pricing in order to not be overly
    promotional or optimistic as it relates to metal prices.

    The
    mineral pricing and cost information is based on a multiyear averages. It takes a conservative approach to the economic analysis.
    Given the high volatility of pricing information that is available the QP took a reasonable approach to estimate the various costs
    and prices. All costs with dates are adjusted upward to take into account inflation at time of the report (please note page 165 item
    18.2 of the report).

    We
    respectfully advise the Staff that all prices are disclosed in several locations throughout the report. In addition, all costs are
    also disclosed in the various operating costs and capital costs. See the following sections for the breakdowns in section 11 and
    section 18. The QP’s reasoning is explained and cut-off grade is based on selecting material for feeding the sorters which
    would make a profit if milled after sorting. It should be noted that according to the sorting, even low-grade block do contain material
    that is profitable to separate.

    Please
    also note section 11, specifically sections 11.7, 11.8 and 11.9.

    A
    detailed assessment of the cut-off grade is required, including estimates of assumed costs and commodity prices. The qualified person
    must disclose the price and explain the reason for using the selected price, along with the timeframe. In the scenario that is presented
    in the current revision, it does not appear that the $5.0 RCV cut-off will cover the estimated mining and processing costs of $7.57
    as disclosed on page 162.

    Response:
    We respectfully advise the Staff that this view fails to take into account the sorting that occurs. The $7.50 is the cost for
    handling the material that goes through the mill after it is sorted. The mineral resource cut-off is the cut-off used to feed the
    sorters and not the mill. The costs for this material are the mining, plus sorting costs which, according to table 18-5, the cost
    is $3.49 /short ton of material. That it is a sunk cost. The material is then sorted with the mill feed being higher grade than the
    original mineral resource cut-off.

    420 Lexington Avenue, Suite 2446, New York, NY 10170 | 646-861-7891

12121 Wilshire Blvd., Suite 810, Los Angeles, CA 90025 | 818-930-5686

    The
    sorters in this version remove approximately 26% of the material as waste which is not sent to the mill. Therefore, the lower cut-off
    is justified as the feed to the sorters. This is mentioned on page 4. Please note that the cut-off is based on the feed to sorters
    not feed to the mill. Additional wording has been added for clarification.

    The
    resource table presented should include the point of reference, price, cut-off grade, and metallurgical recovery factory. We suggest
    including this information in footnotes to the resource tables.

    Response:
    We respectfully advise the Staff that the presented resource tables have all the information required immediately prior in the
    sections, so the readers can fully understand what was used and how it was used (please see section 11. Mr. Dykes felt the information
    would be too large to put into a footnote.

    Please
    note prices and recovery are all described, the resource tables have different cut-offs though one is highlighted, and the report
    also describes how to calculate the RCV cut-off grade (please see section 11.9). the cut-off grade used is a recovered metal similar
    but not quite the same as a full NSR.

    An
    economic analysis in the initial assessment is optional, in order to demonstrate economic potential. Inferred resources may be included
    in the economic analysis provided the information required under item 1302(d)(4)(ii) of Regulation S-K is also provided, in each
    instance of the disclosure. The LOM annual project cash flow should be included for the non-inferred resources and all tables under
    Item 19 should be adequately labeled and described.

    Response:
    We respectfully advise the Staff that those details exist in the current report on pages 7, 9, 12, 112, 168 and 182. Please also
    note tables 1-7b and 19-1b.

    Additionally,
    the paragraph numbering within the technical report summary should be corrected. For example, the paragraphs on page 80 of the technical
    report summary are not sequentially labeled.

    Response:
    W

CORRESP
1
filename1.htm

    Mark
                                            E. Crone

    Managing
    Partner

    mcrone@cronelawgroup.com

November
18, 2024

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Applications and Services

100
F Street, N.E.

Washington,
DC 20549

Attn:
Steve Lo

Kimberly
Calder

John
Coleman

Cheryl
Brown

Irene
Barberena-Meissner

    Re:
    Idaho
                                            Copper Corporation

    Form
    10-K for the Fiscal Year Ended January 31, 2024

    Filed
    May 15, 2024

    Form
    8-K Filed October 8, 2024

    File
    No. 333-108715

Dear
Sir and Madam:

On
behalf of Idaho Copper Corporation, a Nevada corporation (the “Company”), we hereby file with the Securities and Exchange
Commission (the “Commission”) this correspondence in response to the comments of the staff (the “Staff”), dated
October 23, 2024, with reference to the Company’s Form 10-K filed with the Commission on May 15, 2024 and Form 8-K filed with the
Commission on October 8, 2024.

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to
the Company on a consolidated basis.

Form
10-K for the Fiscal Year Ended January 31, 2024

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Item
2. Properties, page 7

    1.
    Please
                                            revise to include the information required by Item 1304(b) of Regulation S-K, including:

    ●
    the location of your property, accurate to within one mile, using an easily recognizable coordinate system,

    ●
    the total cost or book value of the property, and

    ●
    a brief description of any significant encumbrances to the property, including current and future permitting requirements and the
    associated timelines and conditions.

Response:
The Company intends to amend its form 10-K for the Fiscal Year Ended January 31, 2024 once it clears comments with the Commission
for its Registration Statement filed on Form S-1 (File No. 333-280762) such that the financial statement, footnotes and all disclosure
will align in accordance with the Comments of the Staff.

    420 Lexington Avenue, Suite 2446, New York, NY 10170 | 646-861-7891

12121 Wilshire Blvd., Suite 810, Los Angeles, CA 90025 | 818-930-5686

    2.
    If
    you are claiming mining resources on your property please disclose the mineral resources in your annual filing, along with the price,
    cut-off grade, metallurgical recovery factor, and the specific point of reference, as required by Item 1304(d) of Regulation S-K.

Response:
The Company intends to amend its form 10-K for the Fiscal Year Ended January 31, 2024 once it clears comments with the Commission
for its Registration Statement filed on Form S-1 (File No. 333-280762) such that the financial statement, footnotes and all disclosure
will align in accordance with the Comments of the Staff.

Consolidated
Statements of Cash Flows, page F-7

    3.
    We
    note that $395,735 of expenses were paid by parent company in 2023. If an equity contribution, tell us where such equity contribution
    is located in the Statement of Changes in Stockholders’ Deficit and in the Non-cash financing activities of the Statement of
    Cash Flows for 2023.

Response:
The Company respectfully advises the Staff that the $395,735 represent expenses paid by the parent of International CuMo Mining Corporation
prior to the reverse recapitalization of Joway Health Industries. As a result of the reverse recapitalization, these contributions are
included in the $19,378,067 of additional paid-in capital which is reflective of the effect of the reverse recapitalization of Joway
Health Industries on the Consolidated Statements of Stockholders’ Deficit.

    4.
    We
    note Proceeds from a note payable of $361,000 in 2023. Given that the Balance Sheet does not present Notes Payable, revise the Statement
    of Cash Flows to reflect the appropriate line item for such proceeds.

Response:
The proceeds were $361,000, which was recorded in non-current convertible notes payable, net of discounts ($325,000), and non-current
bond liabilities ($36,000) on the Balance Sheet as of January 31, 2023.

    5.
    We
    note that Convertible notes payable increased by $405,570 between 2023 and 2024 per the Balance Sheet on page F-4. However, the Statements
    of Cash Flows for 2024 shows proceeds of $202,200. Please clarify or revise.

Response:
As reflected within Note 4 to our Consolidated Financial Statements, we issued $202,200 of additional notes payable. On issuance,
a discount was recognized attributable to the conversion feature and associated warrants in the amount of $103,846. The $98,354 is reflective
of the net increase in the account balance at initial recognition which is inclusive of the aforementioned discount. We did not investigate
the $1,000 or $1,887 as these amounts are trivial to the consolidated financial statements.

    420 Lexington Avenue, Suite 2446, New York, NY 10170 | 646-861-7891

12121 Wilshire Blvd., Suite 810, Los Angeles, CA 90025 | 818-930-5686

Note
1 – Nature of Operations, page F-8

    6.
    We
    note the audited June 30, 2022 and interim December 31, 2022 financial statements of ICUMO in the Form 8-K/A filed on February 14,
    2023 and note that the pro forma financial statements applied purchase accounting, rather than the reverse merger accounting that
    is described in Note 1. The reverse merger accounting is first described in the October 31, 2023 Form 10-Q filed on December 20,
    2023. Additionally, we note that Convertible Notes and Bond Liabilities values in the April 30, 2023 Form 10-Q filed on June 14,
    2023 differ significantly from the values in the December 31, 2022 financial statements of ICUMO. Please explain the differences
    and how you applied reverse merger accounting.

Response:
We acknowledge that the proformas included in the Form 8-K/A filed on February 14, 2023, were incorrect as they applied purchase
accounting versus the correct reverse merger accounting. The Company has since filed seven reports (i.e., Forms 10-K and 10-Q) with audited
and reviewed financial statements, therefore the disclosures to the public have been extensive since the Form 8-K/A was filed on February
14, 2023. The Company believes that amending the Form 8-K/A would not be necessary as the proforma is outdated with all of the subsequent
filings as stated herein.

    7.
    Given
    that the Company has no Unproven Mineral Rights Interests nor Long-lived Assets, please consider re-wording the policies associated
    with these assets here and elsewhere to indicate these will be the policies when you have such assets

Response:
The Company intends to amend its form 10-K for the Fiscal Year Ended January 31, 2024 once it clears comments with the Commission
for its Registration Statement filed on Form S-1 (File No. 333-280762) such that the financial statement, footnotes and all disclosure
will align in accordance with the Comments of the Staff.

Note
3 – Reclamation Bonds and Provision, page F-10

    8.
    We
    note your disclosure in Note 3 that you have recorded provisions for estimated reclamation costs and that such provisions are comprised
    of deposits to the Bureau of Land Management, the United States Forest Service, the third-party provider of the surety, and other
    agencies. Additionally, we note your accounting policy on page F11 for Reclamation Provision, which indicates that at January 31,
    2024, there are no costs, as production has not yet commenced. Please reconcile these disclosures and tell us how much the provision
    is and where such provision is located on the Balance Sheet as of January 31, 2024.

Response:
Note 3 is the disclosure of accounting policies. As such, in the amended Form 10-K to be filed after the Company has completed all
comments on the current Form S-1/A, it will delete the line stating that “…there are no costs, as production has not yet
commenced.” as the policy disclosure should not discuss actual amounts or related comments.

Note
4 – Convertible Notes, page F-12

    9.
    Please
                                            clarify or revise to clearly describe the property noted as collateral in the table in Note
                                            4 for each of your convertible notes. In this regard, we note no property asset in your balance
                                            sheet.

    Response:
    This table was corrected in the Form S-1/A in accordance with the comments of the Staff. In the amended Form 10-K to be filed
    after the Company has completed all comments on the current Form S-1/A, this table will be corrected in the Form 10-K as it was completed
    in the Form S-1/A.

    420 Lexington Avenue, Suite 2446, New York, NY 10170 | 646-861-7891

12121 Wilshire Blvd., Suite 810, Los Angeles, CA 90025 | 818-930-5686

    10.
    Please
                                            provide detailed information as to the transaction resulting in the loss on extinguishment
                                            of debt of $1,774,000 in 2023. Tell us the amount issued, conversion price, number of warrants
                                            and exercise price of the convertible notes that were originally issued by ICUMO and how
                                            the loss was determined due to the replacement notes and warrants. In this regard, we note
                                            from the interim December 31, 2022 financial statements of ICUMO included in Form 8-K/A filed
                                            on February 14, 2023 that ICUMO had convertible notes of $3,674,000. Additionally, we note
                                            the disclosure on page 2 regarding the private placement by ICUMO of $898,000 of notes and
                                            8,980,000 warrants and the subsequent exchange by the Company and the holders of the notes
                                            and warrants and that the notes issued on January 23, 2023 listed in Note 4 total $898,000
                                            and the warrants total 8,980,000

    Response:
    At the closing of the transaction between the ICUMO and the parent company, the parent company issued replacement convertible
    notes payable and new warrants to the holders of ICUMO’s convertible notes payable. In accordance with ASC 405, management
    determined that the transaction represented a debt extinguishment. Accordingly, we measured the fair value of the replacement notes
    and new warrants issued and recognized a loss on extinguishment equal to the difference between the new notes and warrants and the
    carrying value of the original notes.

Note
5 – Bond Liabilities, page F-13

    11.
    Please
                                            revise to describe the nature of these bond liabilities and how they were originated. In
                                            addition, disclose the key features of these liabilities including, if any, but not limited
                                            to, payment installment, interest rate, payment and due dates, and the accounting for these
                                            bond liabilities. See ASC 470-10-50.

    As
    required by Item 1302(a)(1) of Regulation S-K, your disclosure of mineral resources must be based on and accurately reflect information
    and supporting documentation prepared by a qualified person. Therefore the consultants that prepared the mineral resource section
    of the technical report summary should provide consent and be listed as qualified persons. In the alternative, the section should
    be prepared by the sole qualified person that is currently referenced in the technical report summary.

    Response:
The Company intends to amend its form 10-K for the Fiscal Year Ended January 31, 2024 once it clears comments with the Commission
for its Registration Statement filed on Form S-1 (File No. 333-280762) such that the financial statement, footnotes and all disclosure
will align in accordance with the Comments of the Staff.

Note
7 – Stockholders’ Equity, page F-13

    12.
    We
                                            note you entered into Unit Subscription Purchase Agreements with purchasers for an aggregate
                                            of 23 Units at a price of $12,000 per Unit on January 12, 2024. We also note the same date
                                            on page 13. However, the disclosures in Form S-1/A Amendment No. 1 filed on September 19,
                                            2024 was revised to indicate the dates to be from August 14, 2023 through December 11, 2023.
                                            Please revise or clarify.

    Response:
    The Company intends to amend its form 10-K for the Fiscal Year Ended January 31, 2024 once it clears comments with the Commission
    for its Registration Statement filed on Form S-1 (File No. 333-280762) such that the financial statement, footnotes and all disclosure
    will align in accordance with the Comments of the Staff.

    420 Lexington Avenue, Suite 2446, New York, NY 10170 | 646-861-7891

12121 Wilshire Blvd., Suite 810, Los Angeles, CA 90025 | 818-930-5686

    13.
    We
                                            note the disclosures regarding executive compensation in Notes 6 and 7 on page F-13 and on
                                            page 24. Please update the compensation for 2023 on page 24 to that in your Form S-1/A Amendment
                                            No. 1 filed on September 19, 2024. Address the difference between that total of $821,788
                                            and Payroll and related expenses of $963,055 in the Statement of Operations on page F-5.
                                            Additionally, consider that some 2023 compensation was paid via stock compensation. Please
                                            clarify or revise.

    Response:
    The Company intends to amend its form 10-K for the Fiscal Year Ended January 31, 2024 once it clears comments with the Commission
    for its Registration Statement filed on Form S-1 (File No. 333-280762) such that the financial statement, footnotes and all disclosure
    will align in accordance with the Comments of the Staff.

Form
8-K Filed October 8, 2024

Item
4.01 Changes in Registrant’s Certifying Accountant, page 1

    14.
    Please
                                            amend the Form 8-K to ensure your disclosures are in compliance with all sections of Item
                                            304 of Regulation S-K and include an updated letter from the former accountant, Green Growth
                                            CPAs, as Exhibit 16.1.

    Response:
    The Company will file an amended Form 8-K addressing the comments of the Staff no later than Tuesday, November 19,
    2024.

If
we can provide any further assistance, please do not hesitate to contact the undersigned.

Sincerely,

THE
CRONE LAW GROUP P.C.

cc:
Steven Rudofsky. Percentage of Ownership After the Offering

Chief
Executive Officer

    420 Lexington Avenue, Suite 2446, New York, NY 10170 | 646-861-7891

12121 Wilshire Blvd., Suite 810, Los Angeles, CA 90025 | 818-930-5686

October 23, 2024
Andrew Brodkey
Chief Executive Officer
Idaho Copper Corporation
800 W. Main Street, Suite 1460
Boise, ID 83702
Re:Idaho Copper Corporation
Form 10-K for the Fiscal Year Ended January 31, 2024
Filed May 15, 2024
Form 8-K Filed October 8, 2024
File No. 333-108715
Dear Andrew Brodkey:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended January 31, 2024
Item 2. Properties, page 7
1.Please revise to include the information required by Item 1304(b) of Regulation S-K,
including:

•the location of your property, accurate to within one mile, using an easily
recognizable coordinate system,
•the total cost or book value of the property, and
•a brief description of any significant encumbrances to the property, including
current and future permitting requirements and the associated timelines and
conditions.

October 23, 2024
Page 2
2.If you are claiming mining resources on your property please disclose the mineral
resources in your annual filing, along with the price, cut-off grade, metallurgical
recovery factor, and the specific point of reference, as required by Item 1304(d) of
Regulation S-K.

The revised technical report summary should be filed as an exhibit to your filing as
required by Item 1302(2)(i) of Regulation S-K.
Consolidated Statements of Cash Flows, page F-7
3.We note that $395,735 of expenses were paid by parent company in 2023. If an equity
contribution, tell us where such equity contribution is located in the Statement of
Changes in Stockholders' Deficit and in the Non-cash financing activities of the
Statement of Cash Flows for 2023.
4.We note Proceeds from a note payable of $361,000 in 2023. Given that the Balance
Sheet does not present Notes Payable, revise the Statement of Cash Flows to reflect
the appropriate line item for such proceeds.
5.We note that Convertible notes payable increased by $405,570 between 2023 and
2024 per the Balance Sheet on page F-4. However, the Statements of Cash Flows for
2024 shows proceeds of $202,200. Please clarify or revise.
Note 1 - Nature of Operations, page F-8
6.We note the audited June 30, 2022 and interim December 31, 2022 financial
statements of ICUMO in the Form 8-K/A filed on February 14, 2023 and note that the
pro forma financial statements applied purchase accounting, rather than the reverse
merger accounting that is described in Note 1. The reverse merger accounting is first
described in the October 31, 2023 Form 10-Q filed on December 20, 2023.
Additionally, we note that Convertible Notes and Bond Liabilities values in the April
30, 2023 Form 10-Q filed on June 14, 2023 differ significantly from the values in the
December 31, 2022 financial statements of ICUMO. Please explain the differences
and how you applied reverse merger accounting.
Note 2 - Summary of Significant Accounting Policies
Unproven Mineral Right Interests, page F-10
7.Given that the Company has no Unproven Mineral Rights Interests nor Long-lived
Assets, please consider re-wording the policies associated with these assets here and
elsewhere to indicate these will be the policies when you have such assets.
Note 3 - Reclamation Bonds and Provisions, page F-12
8.We note your disclosure in Note 3 that you have recorded provisions for estimated
reclamation costs and that such provisions are comprised of deposits to the Bureau of
Land Management, the United States Forest Service, the third-party provider of the
surety, and other agencies.  Additionally, we note your accounting policy on page F-
11 for Reclamation Provision, which indicates that at January 31, 2024, there are no
costs, as production has not yet commenced. Please reconcile these disclosures and
tell us how much the provision is and where such provision is located on the Balance
Sheet as of January 31, 2024.

October 23, 2024
Page 3
Note 4 - Convertible Notes, page F-12
9.Please clarify or revise to clearly describe the property noted as collateral in the table
in Note 4 for each of your convertible notes. In this regard, we note no property asset
in your balance sheet.
10.Please provide detailed information as to the transaction resulting in the loss on
extinguishment of debt of $1,774,000 in 2023. Tell us the amount issued, conversion
price, number of warrants and exercise price of the convertible notes that were
originally issued by ICUMO and how the loss was determined due to the replacement
notes and warrants. In this regard, we note from the interim December 31, 2022
financial statements of ICUMO included in Form 8-K/A filed on February 14, 2023
that ICUMO had convertible notes of $3,674,000. Additionally, we note the
disclosure on page 2 regarding the private placement by ICUMO of $898,000 of notes
and 8,980,000 warrants and the subsequent exchange by the Company and the holders
of the notes and warrants and that the notes issued on January 23, 2023 listed in Note
4 total $898,000 and the warrants total 8,980,000.
Note 5 - Bond Liabilities, page F-13
11.Please revise to describe the nature of these bond liabilities and how they were
originated. In addition, disclose the key features of these liabilities including, if any,
but not limited to, payment installment, interest rate, payment and due dates, and the
accounting for these bond liabilities. See ASC 470-10-50.
Note 7 - Stockholders' Equity, page F-13
12.We note you entered into Unit Subscription Purchase Agreements with purchasers for
an aggregate of 23 Units at a price of $12,000 per Unit on January 12, 2024. We also
note the same date on page 13. However, the disclosures in Form S-1/A Amendment
No. 1 filed on September 19, 2024 was revised to indicate the dates to be from August
14, 2023 through December 11, 2023. Please revise or clarify.
13.We note the disclosures regarding executive compensation in Notes 6 and 7 on page
F-13 and on page 24. Please update the compensation for 2023 on page 24 to that in
your Form S-1/A Amendment No. 1 filed on September 19, 2024. Address the
difference between that total of $821,788 and Payroll and related expenses of
$963,055 in the Statement of Operations on page F-5. Additionally, consider that
some 2023 compensation was paid via stock compensation. Please clarify or revise.
Form 8-K Filed October 8, 2024
Item 4.01 Changes in Registrant's Certifying Accountant, page 1
14.Please amend the Form 8-K to ensure your disclosures are in compliance with all
sections of Item 304 of Regulation S-K and include an updated letter from the former
accountant, Green Growth CPAs, as Exhibit 16.1.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.

October 23, 2024
Page 4
            Please contact Steve Lo at 202-551-3394 or Kimberly Calder at 202-551-3701 if you
have questions regarding comments on the financial statements and related matters. You may
contact John Coleman at 202-551-3610 for questions regarding the engineering comments
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Cassi Olson

October 17, 2024
Andrew Brodkey
Chief Executive Officer
Idaho Copper Corporation
800 W. Main Street , Suite 1460
Boise, ID 83702
Re:Idaho Copper Corporation
Amendment No. 1 to Registration Statement on Form S-1
Filed September 19, 2024
File No. 333-280762
Dear Andrew Brodkey:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our August 9, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 25
1.We note your response to prior comment 6. You state that you expect to incur
expenses offset by revenues during the next twelve months of operations. You also
state that the Company does not project revenue for the next few years. Please revise
the contradicting statements accordingly.
Consolidated Financial Statements, page F-1
2.Please provide updated interim financial statements for the six months ended and as of
July 31, 2024. Refer to Rule 8-08 of Regulation S-X.

October 17, 2024
Page 2
Consolidated Statements of Cash Flows, page F-7
3.We note your response to prior comment 16. You indicate that the $395,735 was
treated as an equity contribution in 2023. Tell us where such equity contribution is
located in the Statement of Changes in Stockholders' Deficit for 2023 and in the Non-
cash financing activities of the Statement of Cash Flows for 2023.
4.We note your response to prior comment 17. Given your explanation, tell us why in
your Statement of Cash Flows the $325,000 is not presented on the line item Proceeds
from convertible notes payable and the $36,000 not presented on a line item Proceeds
from non-current bond liabilities, rather than on Proceeds from notes payable.
Additionally, in Note 5, Bond Liabilities, there does not appear to be any bond
liabilities issued in 2023. Please revise or clarify your response.
5.We note your response to prior comment 18. The Statement of Cash Flows shows
proceeds from convertible notes payable of $202,200 in 2024. However, your
response indicates that $98,354 relates to proceeds from convertible notes payable.
Additionally, it's unclear how the $1,000 of accounts payable and accrued expenses
and $1,887 of accrued expenses - related party relate to convertible notes payable on
the Balance Sheet or Statement of Cash Flows. Please clarify or revise.
Note 4 - Convertible Notes, page F-12
6.The Company's response to prior comment 21 did not contain sufficient information.
Accordingly, we reissue the comment in its entirety. Please clarify or revise to clearly
describe the property noted as collateral in the table in Note 4 for each of your
convertible notes. In this regard, we note no property asset in your balance sheet.
7.The Company's response to prior comment number 22 did not contain sufficient
information. Please provide detailed information as to the transaction resulting in the
loss on extinguishment of debt of $1,774,000. In this regard, tell us the amount issued,
conversion price, number of warrants and exercise price of the convertible notes that
were originally issued by ICUMO and how the loss was determined due to the
replacement notes and warrants.
Note 7 - Stockholders' Equity, page F-13
8.We note your response to prior comment 25. We note that you updated the
compensation for 2023 detailed on page 43, which now totals $821,788 and is less
than Payroll and related expenses of $963,055 in the Statements of Operations on
page F-5. Additionally, some 2023 compensation was paid via stock compensation,
which would appear to lessen the amount deemed Payroll and related expenses. Please
clarify or revise.
Note 10 - Subsequent Events, page F-29
9.We note your response to prior comment 26 in which you indicate “the total on the
cover page should have been 249,730,673.” However, we note 251,372,937 shares on
page 5. Additionally, the percentage of beneficial ownership on page 45 is calculated
based upon 251,372,937 shares. Please clarify or revise accordingly.

October 17, 2024
Page 3
Exhibits
96.1, page II-2
10.We have reviewed your responses to the comments that were issued related to your
technical report summary and we have the following observations. Please address
each of these items in your response. If you do not concur with any of these
observations please explain in your response.

As required by Item 1302(a)(1) of Regulation S-K, your disclosure of mineral
resources must be based on and accurately reflect information and supporting
documentation prepared by a qualified person. Therefore the consultants that prepared
the mineral resource section of the technical report summary should provide consent
and be listed as qualified persons. In the alternative, the section should be prepared by
the sole qualified person that is currently referenced in the technical report summary.

In either case, the resource section should address each paragraph under Item
601(b)(96)(iii)(B)(11) of Regulation S-K and all information should be current,
including mineral pricing and cost information. It appears that the information
prepared in this section is based on 2015 and 2012 cost and pricing information.

A detailed assessment of the cut-off grade is required, including estimates of assumed
costs and commodity prices. The qualified person must disclose the price and explain
the reason for using the selected price, along with the timeframe. In the scenario that
is presented in the current revision, it does not appear that the $5.0 RCV cut-off will
cover the estimated mining and processing costs of $7.57 as disclosed on page 162.

The resource table presented should include the point of reference, price, cut-off
grade, and metallurgical recovery factory. We suggest including this information in
footnotes to the resource tables.

An economic analysis in the initial assessment is optional, in order to demonstrate
economic potential. Inferred resources may be included in the economic analysis
provided the information required under item 1302(d)(4)(ii) of Regulation S-K is also
provided, in each instance of the disclosure. The LOM annual project cash flow
should be included for the non-inferred resources and all tables under Item 19 should
be adequately labeled and described.

Additionally, the paragraph numbering within the technical report summary should be
corrected. For example, the paragraphs on page 80 of the technical report summary
are not sequentially labeled.

If you continue to disclose mineral resources please provide the information required
under Item 1304(d) of Regulation S-K in your registration statement and annual
filings, including the price, cut-off grade, metallurgical recovery factor, and the
specific point of reference.

October 17, 2024
Page 4
            Please contact Steve Lo at 202-551-3394 or Kimberly Calder at 202-551-3701 if you
have questions regarding comments on the financial statements and related matters. You may
contact John Coleman at 202-551-3610 for questions regarding the engineering comments.
Please contact Cheryl Brown at 202-551-3905 or Irene Barberena-Meissner at 202- 551-6548
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Cassi Olson

CORRESP
1
filename1.htm

  Mark E. Crone

                         Managing Partner

                         mcrone@cronelawgroup.com

September
18, 2024

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Applications and Services

100
F Street, N.E.

Washington,
DC 20549

Attn:
Steve Lo

Kimberly
Calder

John
Coleman

Cheryl
Brown

Irene
Barberena-Meissner

    Re:
    Idaho
    Copper Corporation

    Registration
    Statement on Form S-1

    Submitted
    July 11, 2024

    File
    No. 333-280762

Dear
Sir and Madam:

On
behalf of Idaho Copper Corporation, a Nevada corporation (the “Company”), we hereby file with the Securities and Exchange
Commission (the “Commission”) an amended registration statement on Form S-1 (the “Amended Registration Statement”)
in response to the comments of the staff (the “Staff”), dated August 9, 2024, with reference to the Company’s Registration
Statement on Form S-1 filed with the Commission on July 11, 2024.

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to
the Company on a consolidated basis.

Registration
Statement on Form S-1

Cautionary
Note Regarding Forward-Looking Statements, page 1

    1.
    We
    note your disclosure on page 7 and elsewhere in your prospectus that your shares of common stock are subject to the “penny
    stock” rules of the SEC. Since your common stock is considered a penny stock, reliance upon the safe harbor provisions for
    forward-looking statements of the Private Securities Litigation Reform Act of 1995 found in Section 27A of the Securities Act and
    Section 21E of the Securities Exchange Act does not apply to you. Please revise to remove these references.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 1.

Risks
Associated with Mining Business, page 8

    2.
    We
    note that you intend on focusing your exploration of property located in south-central Idaho. Please discuss any risks associated
    with operating in one geographic area.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 8.

420 Lexington Avenue, Suite 2446, New York, NY 10170
| 646-861-7891

12121 Wilshire Blvd., Suite 810, Los Angeles, CA 90025 |
818-930-5686

U.S. Securities and Exchange Commission

Division of Corporation Finance

September
18, 2024

Page 2

    3.
    If
    material, please revise your disclosure to discuss the risks to your business and operations related to climate change, including,
    but not limited to, an increase in catastrophic events related to climate change, or existing or pending legislation or regulation
    that relates to climate change.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 11.

Risk
Factors

Risks
Relating to this Offering, page 13

    4.
    We
    note the shares of common stock being offered in this prospectus represent a substantial percentage of your outstanding common
    stock. Please revise your risk factor disclosure to discuss related risks.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 13.

Plan
of Distribution, page 22

    5.
    We
    note your disclosure on page 22 that your selling securityholders may sell their securities pursuant to any method permitted by applicable
    law. Please confirm your understanding that the retention by a selling stockholder of an underwriter would constitute a material
    change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii)
    of Regulation S-K.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 23.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Liquidity
and Capital Resources, page 25

    6.
    Please
    expand on the revenues you expect to offset expenses during the next twelve months of operations, given that you historically have
    had no revenue.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 25.

Recently
Adopted Accounting Policies, page 29

    7.
    Please
    update your discussion of the adoption of ASU No. 2020-06, given that it was adopted by you on February 1, 2024.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 29.

U.S. Securities and Exchange Commission

Division of Corporation Finance

September
18, 2024

Page
3

Description
of Business, page 30

    8.
    We
    note your disclosure on page 10 that mineral exploration and extraction are governed by laws and regulations, including those with
    respect to prospecting, mine development, mineral production, transport, export, taxation, labor standards, occupational health,
    waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Please expand your disclosure
    to describe these regulations to the extent they are material to your business and operations.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 35.

Description
of Business, page 34

    9.
    Please
    revise to remove estimates that are not S-K 1300 compliant, such as the historical resources and related cost estimates found on
    page 34 of your registration statement.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 34.

    10.
    Please
    revise to include the information required under Item 1304(b) of Regulation S-K, including:

●
the location, accurate to within one mile, using an easily recognizable coordinate system,

●
the total cost or book value of the property, and

●
a brief description of any significant encumbrances to the property, including current and future permitting requirements and the associated
timelines and conditions.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on pages 30, 35, 37 and 40.

Current
Planned Working Programs, page 36

    11.
    We
    note your disclosure regarding the completion of the updated PEA and, pending issuance by the USFS of approval of the Company’s
    Plan of Operations under an Environmental Assessment expected to be published in April 2024, you intend to proceed with additional
    exploration. Please revise to disclose the status of this approval, and provide applicable risk factor disclosure regarding any impact
    on your planned operations should such approval not be issued.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on pages 9 and 35.

    12.
    We
    note that you have signed an agreement to test CuMo material with MineSense, Technologies Ltd. and have contracted with SGS Bateman,
    Inc. to undertake metallurgical test work and act as lead author, to publish an updated PEA. Please expand your disclosure to provide
    the material terms of these agreements.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 36.

U.S. Securities and Exchange Commission

Division of Corporation Finance

September
18, 2024

Page 4

Management,
page 41

    13.
    Please
    clarify whether your executive officers are currently working full-time for the company, and the number of hours per week that they
    devote to your operations. If applicable, please also provide a risk factor that addresses limitations on the time and attention
    that your officers are able to devote to the company, any potential conflicts of interest as a result of such activity, and any procedures
    for addressing potential conflicts of interest. Refer to Item 401(e) of Regulation S-K.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 44.

Experts,
page 51

    14.
    Please
    revise to indicate that GreenGrowth CPAs audited the fiscal year January 31, 2024 financial statements. Additionally, revise the
    change in fiscal year end to indicate from December 31st of each year to January 31st, rather than from January 31st of each year
    to January 31st. Finally, indicate that Turner, Stone & Company was engaged on March 27, 2023 to audit the year ended January
    31, 2023.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 51.

Index
to Consolidated Financial Statements, page F-1

    15.
    Since
    you state on page 51 under Experts that the financial statements for the quarter ended April 30, 2024 were reviewed by GreenGrowth
    CPAs, please provide a report from GreenGrowth CPAs for the review of the April 30, 2024 interim financial statements. Refer to Rule
    8-03 of Regulation S-X.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 51.

Consolidated
Statements of Cash Flows, page F-7 16.

    16.
    Please
    tell us the nature of Expenses paid by parent company of $395,735 and why they are removed from the net loss.

Response:
The Company respectfully advises the Staff that International CuMo Mining Corporation (now Idaho Copper Corporation), an Idaho
corporation (“ICUMO”), was previously a wholly owned subsidiary of Multimetal Development Limited, a British Columbia corporation
(“Multimetal”). The financials, as reported in the Form 10-K, as of January 31, 2022, were comprised solely of ICUMO. Multimetal
had paid expenses on behalf of ICUMO.

The
$395,735 was not removed from the net loss as it was included as a reconciling item in the “Adjustments” to reconcile
net loss to net cash used in operating activities on the Consolidated Statements of Cash Flows. The amount was treated as an equity contribution.

The
$395,735 was used primarily for professional fees and other operating expenses.

U.S. Securities and Exchange Commission

Division of Corporation Finance

September
18, 2024

Page 5

    17.
    We
    note Proceeds from a note payable of $316,000 in 2023. Please tell us where such note is recorded on the Balance Sheet at January
    31, 2023.

Response:
We respectfully advise the Staff that the proceeds were $361,000, which was recorded in non-current convertible notes payable, net
of discounts ($325,000), and non-current bond liabilities ($36,000) on the Balance Sheet as of January 31, 2023.

    18.
    We
    note that Convertible notes payable increased by $405,570 between 2023 and 2024 per the Balance Sheet on page F-4. However, the Statements
    of Cash Flows for 2024 shows proceeds of $202,200. Please explain the difference.

Response:
We respectfully advise the Staff as follows:

The
convertible notes payable increased a net of $405,570 which was reflected on the Consolidated Statements of Cash Flows as:

    (i)
    an
    increase of $261,062 related to amortization of beneficial conversion feature (as reported on a separate line item on the Consolidated
    Statements of Cash Flows).

    (ii)
    an
    increase of $45,266 related to the amortization
    of debt discount (as reported on a separate line item on the Consolidated Statements of Cash Flows).

    (iii)
    a
    decrease of $1,000 related to accounts payable
    and accrued expenses.

    (iv)
    an
    increase of $1,887 related to accrued expenses – related party.

    (v)
    an increase of $98,354 related to the proceeds
    from convertible notes payable.

Note
2 - Summary of Significant Accounting Policies, page F-8

    19.
    Given
    that the company has no Unproven Mineral Rights Interests nor Long-lived Assets, please consider re-wording the policies associated
    with these assets here, on pages 28 and 29 and pages F-23 and F-24 to indicate these will be the policies when you have such assets.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on pages 29, F-10, F-11, F-23
and F-24.

Note
3 - Reclamation Bonds and Provisions, page F-12

    20.
    We
    note your disclosure in Note 3 that you have recorded provisions for estimated reclamation costs and that such provisions are comprised
    of deposits to the Bureau of Land Management, the United States Forest Service, the third-party provider of the surety, and other
    agencies. Additionally, we note your accounting policy on page F-11 for Reclamation Provision, which indicates that at January 31,
    2024, there are no costs, as production has not yet commenced. Please reconcile these disclosures and tell us how much the provision
    is and where such provision is located on the Balance Sheet at January 31, 2024.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page F-12.

U.S. Securities and Exchange Commission

Division of Corporation Finance

September
18, 2024

Page 6

Note
4 - Convertible Notes, page F-12

    21.
    Please
    clarify or revise to clearly describe the property noted as collateral in the table in Note 4 for each of your convertible notes.
    In this regard, we note no property asset in your balance sheet.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page F-12.

    22.
    Please
    explain in more detail the transactions that resulted in the issuance of replacement notes and warrants for the issued and outstanding
    convertible notes and warrants of ICUMO that led to the recognition of a loss on extinguishment of liabilities in stock-based compensation
    of approximately $ 1,774,000 during the year ended January 31, 2023.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page F-12.

Note
5 - Bond Liabilities, page F-13

    23.
    Please
    revise to describe the nature of these bond liabilities and how they were originated. In addition, disclose the key features of these
    liabilities including, if any, but not limited to, payment installment, interest rate, payment and due dates, and the accounting
    for these bond liabilities. See ASC 470-10-50.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page F-13.

Note
7 - Stockholders’ Equity, page F-13

    24.
    We
    note you entered into Unit Subscription Purchase Agreements with purchasers for an aggregate of 23 Units at a price of $12,000 per
    Unit on January 12, 2024. We also note from page 3 that from August 14, 2023 through December 11, 2023 you entered into Subscription
    Agreements with purchasers for 23 Units at a price of $12,000 per Unit. Please clarify the date of the Unit Subscription Purchase
    Agreement.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page F-13.

    25.
    We
    note the disclosures regarding executive compensation in Notes 6 and 7 on page F-13 and on page 43. Please reconcile for us the compensation
    detailed on page 43 of $467,000 in 2023 and $806,667 in 2024 with the amounts shown as Payroll and related expenses in the Statements
    of Operations on page F-5 for the same periods. In this regard, address how much is stock-based compensation versus payroll expense.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page F-13.

U.S. Securities and Exchange Commission

Division

August 9, 2024
Steven Rudofsky
Chief Executive Officer
Idaho Copper Corporation
800 W. Main Street , Suite 1460
Boise, ID 83702
Re:Idaho Copper Corporation
Registration Statement on Form S-1
Filed July 11, 2024
File No. 333-280762
Dear Steven Rudofsky:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cautionary Note Regarding Forward-Looking Statements, page 1
1.We note your disclosure on page 7 and elsewhere in your prospectus that your shares of
common stock are subject to the “penny stock” rules of the SEC. Since your common
stock is considered a penny stock, reliance upon the safe harbor provisions for forward-
looking statements of the Private Securities Litigation Reform Act of 1995 found in
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act does
not apply to you. Please revise to remove these references.
Risks Associated with Mining Business, page 8
2.We note that you intend on focusing your exploration of property located in south-central
Idaho. Please discuss any risks associated with operating in one geographic area.
If material, please revise your disclosure to discuss the risks to your business and
operations related to climate change, including, but not limited to, an increase in
 3.

August 9, 2024
Page 2
catastrophic events related to climate change, or existing or pending legislation or
regulation that relates to climate change.
Risk Factors
Risks Relating to this Offering, page 13
4.We note the shares of common stock being offered in this prospectus represent a
substantial percentage of your outstanding common stock. Please revise your risk factor
disclosure to discuss related risks.
Plan of Distribution, page 22
5.We note your disclosure on page 22 that your selling securityholders may sell their
securities pursuant to any method permitted by applicable law. Please confirm your
understanding that the retention by a selling stockholder of an underwriter would
constitute a material change to your plan of distribution requiring a post-effective
amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of
Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 25
6.Please expand on the revenues you expect to offset expenses during the next twelve
months of operations, given that you historically have had no revenue.
Recently Adopted Accounting Policies, page 29
7.Please update your discussion of the adoption of ASU No. 2020-06, given that it was
adopted by you on February 1, 2024.
Description of Business, page 30
8.We note your disclosure on page 10 that mineral exploration and extraction are governed
by laws and regulations, including those with respect to prospecting, mine development,
mineral production, transport, export, taxation, labor standards, occupational health, waste
disposal, toxic substances, land use, environmental protection, mine safety and other
matters. Please expand your disclosure to describe these regulations to the extent they are
material to your business and operations.
Description of Business, page 34
9.Please revise to remove estimates that are not S-K 1300 compliant, such as the historical
resources and related cost estimates found on page 34 of your registration statement.
10.Please revise to include the information required under Item 1304(b) of Regulation S-K,
including:
•the location, accurate to within one mile, using an easily recognizable coordinate
system,
•the total cost or book value of the property, and

•a brief description of any significant encumbrances to the property, including current
and future permitting requirements and the associated timelines and conditions.

August 9, 2024
Page 3
Current Planned Working Programs, page 36
11.We note your disclosure regarding the completion of the updated PEA and, pending
issuance by the USFS of approval of the Company’s Plan of Operations under an
Environmental Assessment expected to be published in April 2024, you intend to proceed
with additional exploration. Please revise to disclose the status of this approval, and
provide applicable risk factor disclosure regarding any impact on your planned operations
should such approval not be issued.
12.We note that you have signed an agreement to test CuMo material with MineSense,
Technologies Ltd. and have contracted with SGS Bateman, Inc. to undertake metallurgical
test work and act as lead author, to publish an updated PEA. Please expand your
disclosure to provide the material terms of these agreements.
Management, page 41
13.Please clarify whether your executive officers are currently working full-time for the
company, and the number of hours per week that they devote to your operations. If
applicable, please also provide a risk factor that addresses limitations on the time and
attention that your officers are able to devote to the company, any potential conflicts of
interest as a result of such activity, and any procedures for addressing potential conflicts
of interest. Refer to Item 401(e) of Regulation S-K.
Experts, page 51
14.Please revise to indicate that GreenGrowth CPAs audited the fiscal year January 31, 2024
financial statements. Additionally, revise the change in fiscal year end to indicate from
December 31st of each year to January 31st, rather than from January 31st of each year to
January 31st. Finally, indicate that Turner, Stone & Company was engaged on March 27,
2023 to audit the year ended January 31, 2023.
Index to Consolidated Financial Statements, page F-1
15.Since you state on page 51 under Experts that the financial statements for the quarter
ended April 30, 2024 were reviewed by GreenGrowth CPAs, please provide a report from
GreenGrowth CPAs for the review of the April 30, 2024 interim financial statements.
Refer to Rule 8-03 of Regulation S-X.
Consolidated Statements of Cash Flows, page F-7
16.Please tell us the nature of Expenses paid by parent company of $395,735 and why they
are removed from the net loss.
17.We note Proceeds from a note payable of $316,000 in 2023. Please tell us where such
note is recorded on the Balance Sheet at January 31, 2023.
18.We note that Convertible notes payable increased by $405,570 between 2023 and 2024
per the Balance Sheet on page F-4. However, the Statements of Cash Flows for 2024
shows proceeds of $202,200. Please explain the difference.

August 9, 2024
Page 4
Note 2 - Summary of Significant Accounting Policies, page F-8
19.Given that the company has no Unproven Mineral Rights Interests nor Long-lived Assets,
please consider re-wording the policies associated with these assets here, on pages 28 and
29 and pages F-23 and F-24 to indicate these will be the policies when you have such
assets.
Note 3 - Reclamation Bonds and Provisions, page F-12
20.We note your disclosure in Note 3 that you have recorded provisions for estimated
reclamation costs and that such provisions are comprised of deposits to the Bureau of
Land Management, the United States Forest Service, the third-party provider of the
surety, and other agencies. Additionally, we note your accounting policy on page F-11 for
Reclamation Provision, which indicates that at January 31, 2024, there are no costs, as
production has not yet commenced. Please reconcile these disclosures and tell us how
much the provision is and where such provision is located on the Balance Sheet at January
31, 2024.
Note 4 - Convertible Notes, page F-12
21.Please clarify or revise to clearly describe the property noted as collateral in the table in
Note 4 for each of your convertible notes. In this regard, we note no property asset in your
balance sheet.
22.Please explain in more detail the transactions that resulted in the issuance of replacement
notes and warrants for the issued and outstanding convertible notes and warrants of
ICUMO that led to the recognition of a loss on extinguishment of liabilities in stock-based
compensation of approximately $ 1,774,000 during the year ended January 31, 2023.
Note 5 - Bond Liabilities, page F-13
23.Please revise to describe the nature of these bond liabilities and how they were
originated. In addition, disclose the key features of these liabilities including, if any, but
not limited to, payment installment, interest rate, payment and due dates, and the
accounting for these bond liabilities. See ASC 470-10-50.
Note 7 - Stockholders' Equity, page F-13
24.We note you entered into Unit Subscription Purchase Agreements with purchasers for an
aggregate of 23 Units at a price of $12,000 per Unit on January 12, 2024. We also note
from page 3 that from August 14, 2023 through December 11, 2023 you entered into
Subscription Agreements with purchasers for 23 Units at a price of $12,000 per Unit.
Please clarify the date of the Unit Subscription Purchase Agreement.
25.We note the disclosures regarding executive compensation in Notes 6 and 7 on page F-13
and on page 43. Please reconcile for us the compensation detailed on page 43 of $467,000
in 2023 and $806,667 in 2024 with the amounts shown as Payroll and related expenses in
the Statements of Operations on page F-5 for the same periods. In this regard, address
how much is stock-based compensation versus payroll expense.

August 9, 2024
Page 5
Note 10 - Subsequent Events, page F-20
26.Please reconcile the change in shares of common stock outstanding of 3,265,665 from
those at April 30, 2024 of 247,017,097 as noted on page F-17 to those as of the date of the
filing of 250,282,762 on page 5. In this regard, we note 2,713,576 shares issued
subsequent to April 30, 2024, as disclosed in Note 10 on page F-29. Address the 552,089
shares difference.
Note 8 - Commitments and Contingencies, page F-28
27.In the last paragraph, please correct the years detailed from December 31, 2022 and 2021
to the periods of the financial statements presented and remove the reference to exchange
rates, as that disclosure does not appear applicable. Additionally, tell us the accounting
treatment of the $100,000 payment made in March 2024. Finally, address the difference
between your disclosure of rent expense in this Note versus the amounts in the Statements
of Operations on page F-18.
Item 13. Other Expenses of Issuance and Distribution , page II-1
28.Please correct the total for the table presented.
Exhibits
96.1, page II-2
29.We note that your technical report summary includes multiple qualified persons in Table
2-1. It appears that each of the named individuals is responsible for various sections of the
technical report summary, and that the qualified persons and author(s) are referenced
throughout the report. For example, on page 69, the primary QP for section 10 is named
and on page 81, the qualified person responsible for section 11 is named.

Consistent with Item 1302(b)(1)(i) of Regulation S-K, if more than one qualified person
has prepared the technical report summary, each qualified person must sign and date the
technical report summary, and the technical report summary must also clearly delineate
the section or sections prepared by each qualified person. Please revise as necessary.
30.Please file the written consent of your qualified person(s), as required by Item
1302(b)(4)(iv) of Regulation S-K.
31.Please substantially revise your technical report summary to refer to the report as an initial
assessment, rather than a preliminary economic assessment.
32.Please revise the technical report summary to include the accuracy and contingency levels
in the initial assessment associated with the cost estimates, as required by Item
1302(d)(4)(i) of Regulation S-K.
33.Please revise your technical report summary to remove estimates that are not S-K 1300
compliant, such as the historical estimates on page 32.
34.Please revise your technical report summary to include at least one stratigraphic column
as required by Item 601(b)(96)(iii)(B)(6)(iii) of Regulation S-K.
35.Please revise your technical report summary to include a plan view showing the locations
of all drill holes and other samples as required by Item 601(b)(96)(iii)(B)(7)(v) of
Regulation S-K.

August 9, 2024
Page 6
36.Please revise your technical report summary to include all cut-off grade assumptions,
including costs, as required by Item 601(b)(96)(iii)(B)(11)(iii) of Regulation S-K.
37.Please revise to include the information required by  Item 601(b)(96)(iii)(B)(11)(v) and
Item 601(b)(96)(iii)(B)(11)(vii) of Regulation S-K.
38.Please revise your technical report summary to ensure the nomenclature for all tables and
figures is correct. For example we are unable to locate Table 14-1 on page 81 and Figure
22-1 on page 151.
39.Please revise your technical report summary to use the definitions found under Item 1300
of Regulation S-K. For example on page 93 you have included CIM definitions, rather
than S-K 1300 definitions.
40.We note that you have included inferred resources in your cash flow model. Please revise
your technical report summary to include all information required under
Item 1302(d)(4)(ii) of Regulation S-K.
96.2, page II-2
41.In subsequent revisions of your registration statement please remove the exhibit
containing your preliminary economic assessment. This report is not S-K 1300 compliant
and should not be filed with your registration statement.
Recent Sales of Unregistered Securities, page II-2
42.We note your disclosures in this section appear to be incomplete. In this regard, you
disclose that you "have issued the following securities that were not registered under the
Securities Act," however, no such securities are included. Please revise to clarify and
provide all disclosure required under Item 701 of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

August 9, 2024
Page 7
            Please contact Steve Lo at 202-551-3394 or Kimberly Calder at 202-551-3701 if you
have questions regarding comments on the financial statements and related matters. You may
contact John Coleman at  202-551-3610  for questions regarding the engineering
comments.  Please contact Cheryl Brown at 202-551-3905 or Irene Barberena-Meissner at 202-
551-6548 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Cassi Olson

February 21, 2014

Via E -mail
Mr. Yuan Huang
Chief Financial Officer
Joway Health Industries Group Inc.
No. 19, Baowang Road
Baodi Economic Development Zone
Tianjin, PRC  301800

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

Dear Mr. Huang :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable  rules require.

Sincerely,

/s/ John Cash

John Cash
Accounting Branch Chief

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    seccorr021914_jowayhealth.htm

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 No. 333-108715

Dear Mr. Cash:

This letter sets forth the Company’s response to the comment contained in the letter dated January 22, 2014 from the staff of the Securities and Exchange Commission (the “Staff”) regarding the Form 10-K for the fiscal year ended December 31, 2012.

For your convenience, we have included the Staff’s comment in italics before the Company’s response. References in this letter to “we,” “our” or “us” mean the Company or its advisors, as the context may require.

Form 10-K for the Fiscal Year Ended December 31, 2012

Item 1A. Risk Factors, page 19

Risks Relating to Conducting Business in the PRC, page 23

Staff Comment. We note your response to prior comment one, from our letter dated December 27, 2013. Please confirm to us that you intend to include, in future filings, “parent only” financial information in accordance with Rule 5.04 of Regulation S-X.

Response:

We will expand our disclosure in future filings to include “parent only” financial information in accordance with Rule 5.04 of Regulation S-X.

John Cash

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

February 19, 2014

Page 2

The Company acknowledges that it is responsible for the accuracy and adequacy of the disclosure in its filings pursuant to the Securities Exchange Act of 1934 and that such filings include the information the Securities Exchange Act of 1934 and all applicable Securities Act rules require.

Sincerely,

/s/ Jinghe Zhang

Jinghe Zhang

Chief Executive Officer

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    seccorr012413_jowayhealth.htm

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

Dear Mr. Cash:

On January 23, 2014, Joway Health Industries Group Inc. (the “Company”) received a letter from the Staff of the Securities and Exchange Commission (the "Commission") dated January 22, 2014 relating to the Company’s Annual Report on Form 10-K filed on April 1, 2013 (the “Comment Letter”).  The SEC has requested that the Company respond to the Comment Letter no later than February 5, 2014.

All of the Company’s operations and personnel are located in China and all of the Company’s employees involved in gathering the information necessary to enable the Company to respond to the Comment Letter are on vacation for the Chinese New Year holidays until February 7, 2014.  As a result, the Company is hereby requesting an additional fifteen business days to respond to the Comment Letter, which will extend the due date of the Company’s response to the Comment Letter to February 26, 2014.

We appreciate your consideration of our request.

Sincerely,

/s/ Jinghe Zhang

Jinghe Zhang

Chief Executive Officer

January 22, 2014

Via E -mail
Mr. Yuan Huang
Chief Financial Officer
Joway Health Industries Group Inc.
No. 19, Baowang Road
Baodi Economic Development Zone
Tianjin, PRC  301800

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

Dear Mr. Huang :

We have reviewed your response letter dated January 9, 2014  and have the following
comment.

Form 10 -K for the Fiscal Year Ended December 31, 2012

Item 1A. Risk Factors, page 19
Risks Relating to Conducting Business in the PRC, page 23

1. We note your response to prior comment one, from our letter dated December 27, 2013.
Please confirm to us that you inte nd to include, in future filings, “parent only” financial
information in accordance with Rule 5.04 of Regulation S -X.

Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the  requested response.   If you do not
believe our comment appl ies to your facts and circumstances, please  tell us why in your
response.

After reviewing the information you provide in response to th is comment, we may have
additional comments.

Mr. Yuan Huang
Joway Health Industries Group Inc.
January 22, 2014
Page 2

 You may con tact Dale Welcome at (202) 551 -3865 or Kevin Stertzel at (202) 551 -3723 if
you have questions regarding this  comment.

Sincerely,

/s/ John Cash

John Cash
Accounting Branch Chief

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    seccorr010914_jowayhealth.htm

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

Dear Mr. Cash:

This letter sets forth the Company’s responses to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter from the Staff to Joway Health Industries Group Inc. (the “Company”) dated December 27, 2013.

For your convenience, we have included each of the Staff’s comments in italics before each of the Company’s responses. References in this letter to “we,” “our” or “us” mean the Company or its advisors, as the context may require.

Form 10-K for the Fiscal Year Ended December 31, 2012

Item 1A. Risk Factors, page 19

Risks Relating to Conducting Business in the PRC, page 23

Staff Comment 1.   As you disclose various restrictions relating to the conversion of currencies and distribution of dividends in China, please tell us what consideration you have given to including “parent only” financial information in accordance with Rule 5-04 of Regulation S-X.

Response:  S-X, “restricted net assets” is defined as the “amount of the registrant’s proportionate share of net assets (after intercompany eliminations) reflected in the balance sheets of its consolidated and unconsolidated subsidiaries as of the end of the most recent fiscal year which may not be transferred to the parent company in the form of loans, advances or cash dividends by the subsidiaries without the consent of a third party (i.e., lender, regulatory agency, foreign government, etc.).” Where restrictions on the amount of funds which may be loaned or advanced differ from the amount restricted as to transfer in the form of cash dividends, the amount least restrictive to the subsidiary shall be used.

John Cash

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

January 9, 2014

Page 2

We concluded that Rule 5-04 of Regulation S-X was required to be included in the Form 10-K based on the following considerations:

1.

Regulatory approval is required for a PRC company to make loans to offshore companies. The PRC lender is required to obtain a preapproval letter from the State Administration of Foreign Exchange of China (the “SAFE”) or its local counterparts and the outstanding balance of the offshore lending shall not exceed the lower of 30% of the PRC lender’s shareholders’ equity or the equity investment made by the overseas borrower in the PRC lender,

2.

Advances to offshore companies without regulatory approval are limited to operation-related transactions. However, if the advances to offshore companies or a PRC company’s overseas parent company are treated as transferring onshore assets to an offshore company, the transfer would be prohibited, and

3.

Paying dividends remains the most common way for the PRC subsidiaries to transfer assets to the offshore parent company under current PRC law. An approval from the SAFE or its local counterparts is not required for remittance of dividends to a PRC company’s offshore parent company. However, paying dividends in foreign currency to overseas parent company will require attaching the board resolutions approving such dividend payments and an audit report prepared by a qualified PRC accounting firm evidencing the company’s after-tax profits to a qualified PRC commercial bank for perfunctory review.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page32

General

Staff Comment 2. Please revise MD&A in future filings to clearly disclose and discuss the risks and uncertainties surrounding management’s ability to consolidate Tianjin Joway Shengshi Group Co., Ltd. via contractual arrangements. Please clearly describe and discuss the cash flows generated from these arrangements, including their form (e.g., consulting fees) and address any restrictions as the cash flows move through your subsidiaries to your parent company.

Response:  We will revise our MD&A in our future filings to clearly disclose and discuss the risks and uncertainties surrounding management’s ability to consolidate Tianjin Joway Shengshi Group Co., Ltd. via contractual arrangements. We will also clearly describe and discuss the cash flows generated from these arrangements, including their form (e.g., consulting fees) and address any restrictions as the cash flows move through your subsidiaries to your parent company.

John Cash

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

January 9, 2014

Page 3

Liquidity and Capital Resources, page 36

General

Staff Comment 3. We refer to your risk factor on page 26, “Restrictions on currency exchange may limit our ability to utilize our revenues effectively and the ability of our PRC Operating Entities to obtain financing,” as well as the government regulations on dividend distribution page 25, please expand your liquidity disclosures in future filings to quantify and discuss the restrictions on the ability of your VIE to make dividend payments to you and/or to transfer funds outside of China.

Response:  We will expand our liquidity disclosures in our future filings to quantify and discuss the restrictions on the ability of our VIE structure to make dividend payments and/or to transfer funds outside of China.

Critical Accounting Policies – Basis of Consolidation, page 39

Staff Comment 4. Please expand your disclosure in future filings to provide a comprehensive discussion of management’s judgments regarding why your contractual arrangements allow you to consolidate Tianjin Joway Shengshi Group Co., Ltd. despite the apparent control prohibitions under the laws of the PRC.

Response:  We will expand our disclosure in future filings to provide a comprehensive discussion of management’s judgments regarding why our contractual arrangements allow us to consolidate Tianjin Joway Shengshi Group Co., Ltd. despite the apparent control prohibitions under the laws of the PRC.

John Cash

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

January 9, 2014

Page 4

The Company acknowledges that:

·

the company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/ Jinghe Zhang

Jinghe Zhang

Chief Executive Officer

December 2 7, 2013

Via E -mail
Mr. Yuan Huang
Chief Financial Officer
Joway Health Industries Group Inc.
No. 19, Baowang Road
Baodi Economic Development Zone
Tianjin, PRC  301800

Re: Joway Health Industries Group Inc.
 Form 10 -K for the Fiscal Year Ended December 31, 20 12
 Filed April 1, 2013
 File No. 333-108715

Dear Mr. Huang :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not
believ e our comments apply to your facts and circumstances, please  tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10 -K for the Fiscal Year Ended Dece mber 31, 2012

Item 1A. Risk Factors, page 19
Risks Relating to Conducting Business in the PRC, page 23

1. As you disclose various restrictions relating to the conversion of currencies and
distribution of dividends in China, please tell us what consideration  you have given to
including “parent only” financial information in accordance with Rule 5 -04 of Regulation
S-X.

Mr. Yuan Huang
Joway Health Industries Group Inc.
December 27, 2013
Page 2

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page32

General

2. Please revise MD&A in future f ilings to clearly disclose and discuss the risks and
uncertainties surrounding management’s ability to consolidate Tianjin Joway Shengshi
Group Co., Ltd. via contractual arrangements.  Please clearly describe and discuss the
cash flows generated from these  arrangements, including their form (e.g., consulting fees)
and address any restrictions as the cash flows move through your subsidiaries to your
parent company.

Liquidity and Capital Resources, page 36

General

3. We refer to your risk factor on page 26, “Restrictions on currency exchange may limit
our ability to utilize our revenues effectively and the ability of our PRC Operati ng
Entities to obtain financing,” as well as the government regulations on dividend
distribution page 25, please expand your liqu idity disclosures in future filings to quantify
and discuss the restrictions on the ability of your VIE to make dividend payments to you
and/or to transfer funds outside of China.

Critical Accounting Policies – Basis of Consolidation, page 39

4. Please expand your disclosure in future filings to provide a comprehensive discussion of
management’s judgments regarding why your contractual arrangements allow you to
consolidate Tianjin Joway Shengshi Group Co., Ltd. despite the apparent control
prohibi tions under the laws of the PRC.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange A ct rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures th ey have made.

In responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission fr om taking any action with respect to the filing; and

Mr. Yuan Huang
Joway Health Industries Group Inc.
December 27, 2013
Page 3

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

You may contact Dale Welcome a t (202) 551 -3865 or Kevin Stertzel at (202) 551 -3723 if
you have questions regarding these comments.

Sincerely,

/s/ John Cash

John Cash
Accounting Branch Chief

March 5, 2012
 Via E-Mail

Jinghe Zhang  Chief Executive Officer Joway Health Industries Group Inc. 16th Floor, Tianjin Global Zh iye Square, 309 Nanjing Road,
Nankai District, Tianjin, PRC

Re: Joway Health Industries Group, Inc.
Form 10-K for Fiscal Year Ended December 31, 2010
  Filed April 14, 2011
Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 1, 2010 Form 8-K Filed October 7, 2010 File No. 333-108715

Dear Mr. Zhang:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,  /s/Tia L. Jenkins

Tia L. Jenkins
       Senior Assistant Chief Accountant        Office of Beverages, Apparel          and Mining

January 23, 2012
 Via E-Mail

Jinghe Zhang, Chief Executive Officer Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
16th Floor, Tianjin Global Zh iye Square, 309 Nanjing Road,
Nankai District, Tianjin, PRC

Re: Amendment No. 1 to Form 10-K for the Fiscal Year Ended
December 31, 2010 Filed November 15, 2011 Forms 10-Q for Fiscal Quarters Ended June 30, 2011 and September 30, 2011 Filed August 15, 2011 and November 14, 2011 Response dated January 17, 2012
  File No. 333-108715

Dear Mr. Zhang:
We have reviewed your response and have th e following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2010

 General

1. We have reviewed your responses to our prio r comments 1 through 4.  As discussed in your
response, please file an amended Form 10- K for the fiscal year ended December 31, 2010
and amended Forms 10-Q for the fiscal qua rters ended June 30, 2011 and September 30,
2011.

Jinghe Zhang
Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
January 23, 2012 Page 2

 You may contact Angela Hal ac at (202) 551-3398 or Brian Bhandari, Accounting Branch
Chief, at (202) 551-3390 if you have questions regarding comments on the financial statements
and related matters.  Please c ontact Edwin Kim at (202) 551- 3297 or Pamela Howell, Special
Counsel, at (202) 551-3357 w ith any other questions.
 Sincerely,
  /s/ Brian K. Bhandari for
Tia Jenkins Senior Assistant Chief Accountant

CORRESP
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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 Ventures, Inc.)

 Amendment No. 1 to Form 10-K for the Fiscal Year Ended

December 31, 2010

 Filed November 15, 2011

 Forms 10-Q for Fiscal Quarters Ended

 June 30, 2011 and September 30, 2011

Filed August 15, 2011 and November 14, 2011

 File: 333-108715

 Dear Ms. Jenkins:

This letter responds to certain comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) contained in the letter from the Staff to Joway Health Industries Group Inc. (formerly G2 Ventures, Inc.) (the “Company”) dated January 3, 2012.

For your convenience, we have included each of the Staff’s comments in italics before each of the Company’s responses.
References in this letter to “we,” “our” or “us” mean the Company or its advisors, as the context may require.

Form 10-K/A for Fiscal Year Ended December 31, 2010

 Item 9A. Controls and Procedures

 Management’s Annual Report on Internal
Control over Financial Reporting, page 32

 Staff Comment 1. We note your response to our prior comments 5 and 6. It
appears to us that those primarily responsible for the preparation of your books and records and financial statements (i.e., your Chief Financial Officer and Financial Manager), do not have the requisite U.S. GAAP experience to prepare financial
statements in accordance with U.S. GAAP. In this regard, we note that all of those listed above do not hold a license such as Certified Public Accountant in the U.S., have not attended U.S. institutions or extended educational programs that would
provide enough of the relevant education relating to U.S. GAAP, and their U.S. GAAP work experience is limited. Further, your employees who have primary responsibilities of preparing and supervising the preparation of the financial statements under
U.S. GAAP do not have extensive knowledge of and professional experience with U.S. GAAP.

 Tia Jenkins

 Assistant Chief Accountant

 United States Securities and Exchange Commission

Division of Corporation Finance

 January 17,
2012

  Page
 2

 Accordingly, we believe that your lack of U.S. GAAP experience constitutes a material
weakness and thus your internal controls over financial reporting at December 31, 2010 would not be effective. Please revise your conclusion on internal controls over financial reporting and explain in detail in your amendment that you have an
accounting department with limited knowledge of U.S. GAAP and disclose how you will remedy this material weakness in the future. You should also consider the impact of this material weakness on your conclusion regarding disclosure controls and
procedures at December 31, 2010.

 Response: We acknowledge the Staff’s comment. We will revise our Annual Report
on Form 10-K (Amendment No. 2) for the year ended December 31, 2010 with respect to “Item 9A. Disclosure Controls and Procedures,” to revise our conclusion on the Company’s internal controls over financial reporting and to
explain in detail that we have an accounting department with limited knowledge, experience and training in the application of U.S. GAAP, which constitutes a material weakness in our internal controls over financial reporting. We will also disclose
the impact of this material weakness on our conclusion regarding disclosure controls and procedures at December 31, 2010 and how we intend to remedy this material weakness in the future.

Form 10-Q for Fiscal Quarter Ended June 30, 2011

 Item 4. Controls and Procedures, page 30

 Staff Comment 2. We
have reviewed your response to our prior comment 7. The fact that you hired a consultant to assist you for only 50 hours since April 2011 does not alleviate our concerns about your ability to prepare financial statements in accordance with U.S.
GAAP. Accordingly, we believe that your lack of U.S. GAAP experience constitutes a material weakness in your internal control over financial reporting and thus your disclosure controls and procedures would not be effective. Please revise your
conclusion on your disclosure controls and procedures and explain in detail in your amendment that you have an accounting department with limited knowledge of U.S. GAAP and disclose how you will remedy this material weakness in the future.

 Response: We acknowledge the Staff’s comment and will amend our Quarterly Report on Form 10-Q for the three months
ended June 30, 2010 with respect to “Item 4. Controls and Procedures,” to revise our conclusion on the Company’s disclosure controls and procedures and to explain in detail that we have an accounting department with limited
knowledge of U.S. GAAP. We will also disclose how we intend to remedy this material weakness in the future.

 Tia Jenkins

 Assistant Chief Accountant

 United States Securities and Exchange Commission

Division of Corporation Finance

 January 17,
2012

  Page
 3

 Form 10-Q for Fiscal Quarter Ended September 30, 2011

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures, page 31

 Staff Comment 3. We note your response to our prior comment 8, noting that you hired the head of your internal audit department. It appears to us that this individual does not have
the requisite GAAP experience to prepare financial statements in accordance with U.S. GAAP. In this regard, we note that this individual does not hold a license such as Certified Public Accountant in the U.S., has not attended U.S. institutions or
extended educational programs that would provide enough of the relevant education relating to U.S. GAAP, and her U.S. GAAP work experience is limited. Further, your employees who have primary responsibilities of preparing and supervising the
preparation of the financial statements under U.S. GAAP do not have extensive knowledge of and professional experience with U.S. GAAP. Accordingly, we believe that your lack of U.S. GAAP experience constitutes a material weakness in your internal
control over financial reporting and thus your disclosure controls and procedures at September 30, 2011 would not be effective. Please revise your conclusion on disclosure controls and procedures and explain in detail in your amendment that you
have an accounting department and internal audit department with limited knowledge of U.S. GAAP and disclose how you will remedy this material weakness in the future.

 Response: We acknowledge the Staff’s comment. We will amend our Quarterly Report on Form 10-Q for the three months ended September 30, 2011 with respect to “Item 4. Controls
and Procedures,” to revise our conclusion on the Company’s disclosure controls and procedures and to explain in detail that we have an accounting department and internal audit department with limited knowledge of U.S. GAAP. We will also
disclose how we intend to remedy this material weakness.

 Change in Internal Control Over Financial Reporting, page 31

Staff Comment 4. It appears that your disclosure here that there has been no change in your internal control over financial reporting
during the last fiscal quarter is inconsistent with your response to our prior comment 8. Your response specifically states that in August 2011, you hired the head of your internal audit department to review and evaluate the reliability,
effectiveness and integrity of your internal control systems and assist you in ensuring the reliability of your financial statements. Please clarify or revise.

 Response: We will amend our Quarterly Report on Form 10-Q for the three months ended September 30, 2011 with respect to “Item 4. Controls and Procedures,” to disclose the
change in internal control over financial reporting during this quarter as a result of the fact that on August 9, 2011, we hired the head of our internal audit department to review and evaluate the reliability, effectiveness and integrity of
our internal control systems and assist us in ensuring the reliability of our financial statements.

 Tia Jenkins

 Assistant Chief Accountant

 United States Securities and Exchange Commission

Division of Corporation Finance

 January 17,
2012

  Page
 4

 The Company acknowledges that it is responsible for the accuracy and adequacy of the
disclosure in its filings pursuant to the Securities Exchange Act of 1934 and that such filings include the information the Securities Exchange Act of 1934 and all applicable Securities Act rules require.

Sincerely,

 /s/ Jinghe Zhang

Jinghe Zhang

Chief Executive Officer

 Enclosures

CC:
Alisande Rozynko

 Charlotte
Westfall

 The Crone Law Group

January 3, 2012
 Via E-Mail

Jinghe Zhang, Chief Executive Officer Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
16th Floor, Tianjin Global Zh iye Square, 309 Nanjing Road,
Nankai District, Tianjin, PRC

Re: Amendment No. 1 to Form 10-K for the Fiscal Year Ended
December 31, 2010 Filed November 15, 2011 Forms 10-Q for Fiscal Quarters Ended June 30, 2011 and September 30, 2011 Filed August 15, 2011 and November 14, 2011
  File No. 333-108715

Dear Mr. Zhang:
We have reviewed your response and amended filing and have the following comments.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K/A for Fiscal Y ear Ended December 31, 2010

 Item 9A. Controls and Procedures

 Management’s Annual Report on Internal C ontrol over Financial Reporting, page 32

 1. We note your response to our prior comments 5 a nd 6. It appears to us that those primarily
responsible for the preparation of your books an d records and financial statements (i.e., your
Chief Financial Officer and Fi nancial Manager), do not have the requisite U.S. GAAP
experience to prepare financial statements in acco rdance with U.S. GAAP.  In this regard, we
note that all of those listed above  do not hold a license such as Ce rtified Public Accountant in

Jinghe Zhang
Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
January 3, 2012 Page 2

 the U.S., have not attended U.S. institutions or extended educational programs that would
provide enough of the relevant education relating to U.S. GAAP , and their U.S. GAAP work
experience is limited. Further, your employees  who have primary responsibilities of
preparing and supervising the preparation of the financial statements under U.S. GAAP do
not have extensive knowledge of and pr ofessional experience with U.S. GAAP.
 Accordingly, we believe that your lack of U.S. GAAP experience constitutes a material
weakness and thus your internal controls over financial reporti ng at December 31, 2010
would not be effective.  Please revise your conclusion on internal c ontrols over financial
reporting and explain in detail in your amen dment that you have an accounting department
with limited knowledge of U.S. GAAP and di sclose how you will remedy this material
weakness in the future. You should also consider  the impact of this material weakness on
your conclusion regarding disclosure controls and procedures at December 31, 2010.
 Form 10-Q for Fiscal Quarter Ended June 30, 2011

 Item 4. Controls and Procedures, page 30

 2. We have reviewed your response to our prior comment 7.  The fact that you hired a
consultant to assist you for only 50 hours since April 2011 does not alleviate our concerns
about your ability to prepare financial statements in accordance with U.S. GAAP.  Accordingly, we believe that your lack of U. S. GAAP experience constitutes a material
weakness in your internal control over financia l reporting and thus your disclosure controls
and procedures would not be effective.  Pl ease revise your conclusi on on your disclosure
controls and procedures and e xplain in detail in your amendm ent that you have an accounting
department with limited knowledge of U.S. GA AP and disclose how you will remedy this
material weakness in the future.
 Form 10-Q for Fiscal Quarter Ended September 30, 2011

 Item 4. Controls and Procedures

 Evaluation of Disclosure Cont rols and Procedures, page 31

 3. We note your response to our prior comment 8, noting that you hire d the head of your
internal audit department.  It appears to us th at this individual does not have the requisite
U.S. GAAP experience to prepare financial st atements in accordance with U.S. GAAP.  In
this regard, we note that this individual doe s not hold a license such as Certified Public
Accountant in the U.S., has not attended U.S. institutions or extended educational programs
that would provide enough of the relevant e ducation relating to U.S. GAAP, and her U.S.
GAAP work experience is limited.  Furthe r, your employees who have primary
responsibilities of preparing a nd supervising the preparation of  the financial statements under
U.S. GAAP do not have extensive knowledge of and professional experience with U.S.
GAAP.  Accordingly, we believe that your l ack of U.S. GAAP experience constitutes a

Jinghe Zhang
Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
January 3, 2012 Page 3

 material weakness in your internal control over  financial reporting a nd thus your disclosure
controls and procedures at September 30, 2011 w ould not be effective.  Please revise your
conclusion on disclosure contro ls and procedures and explain in detail in your amendment
that you have an accounting department and internal audit department with limited
knowledge of U.S. GAAP and disclose how you will remedy this material weakness in the
future.
 Change in Internal Control Over Financial Reporting, page 31

 4. It appears that your disclosure here that there has been no ch ange in your internal control
over financial reporting during the last fiscal quarter is inconsis tent with your response to our
prior comment 8.  Your response specifically states that in August 2011, you hired the head
of your internal audit department to review and evaluate the reliability, effectiveness and
integrity of your internal control systems and assist you in ensuring th e reliability of your
financial statements.   Pl ease clarify or revise.

You may contact Angela Hal ac at (202) 551-3398 or Brian Bhandari, Accounting Branch
Chief, at (202) 551-3390 if you have questions regarding comments on the financial statements
and related matters.  Please c ontact Edwin Kim at (202) 551- 3297 or Pamela Howell, Special
Counsel, at (202) 551-3357 w ith any other questions.
 Sincerely,
  /s/ Brian K. Bhandari for
Tia Jenkins Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

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.)

    Form 8-K/A

     Filed June 13, 2011

    Form 10-K for the Fiscal Year Ended December 31, 2010

    File: 333-108715

 Dear Mr. Reynolds:

 This letter responds to certain comments of the Staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter from the Staff to Joway Health Industries Group Inc. (formerly G2 Ventures, Inc.) (the “Company”) dated
September 30, 2011.

 For your convenience, we have included each of the Staff’s comments in italics before each of
the Company’s responses. References in this letter to “we,” “our” or “us” mean the Company or its advisors, as the context may require.

 Form 8-K/A Filed June 13, 2011

 General

Staff Comment 1. Please note we are unable to clear prior comments three, four, six, and seven until you file an actual amendment
with the changes you provided to us supplementally. Also, please note you did not provide us with draft language for comment five of our letter dated August 3, 2011, thus we are unable to determine whether your prospective revisions would be
responsive to our comment.

 Response: In response to Staff comment five in the letter dated August 3, 2011, the Company
will amend the table in the 8-K/A (the “Current Report”) entitled Security Ownership of Certain Beneficial Owners and Management as follows:

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

 OWNERS AND MANAGEMENT

 The following table sets forth certain information with respect to the beneficial ownership of our voting securities following the
completion of the Reverse Merger described in Items 1.01 and 3.02 of this report by (i) any person or group owning more than 5% of any class of voting securities, (ii) each director, (iii) our chief executive officer and (iv) all
executive officers and directors as a group as of October 6, 2010.

 John Reynolds

 Assistant Director

 United States Securities and Exchange Commission

Division of Corporation Finance

 October 11,
2011

  Page
 2

 Name and Address

Number of Shares
of Common
Stock
Beneficially
Owned(1)

Percentage
Ownership
of Shares of
Common
Stock

 Owner of More than 5% of Class

 Crystal Globe Limited(4)

 P.O. Box 957, Offshore Incorporations Centre, Road Town,

Tortola, British Virgin Islands

18,515,426

92.58
%

 Directors and Executive Officers

 Gust C. Kepler(2)

 1810 Three Galleria Tower

 13155 Noel Road,

Dallas, TX 75240

—

—

 Jinghe Zhang(3)(5)

 16 Floor, 309 Nanjing Road,

 Nankai District, Tianjin,
PRC

18,515,426

92.58
%

 Yuan Huang(3)

 16 Floor, 309 Nanjing Road,

 Nankai District, Tianjin,
PRC

—

—

 All directors and executive officers (2 persons)

18,515,426

92.58
%

(1)
 In determining beneficial ownership of our common stock as of a given date, the number of shares shown includes shares of common stock which may be
acquired on exercise of warrants or options or conversion of convertible securities within 60 days of that date. In determining the percent of common stock owned by a person or entity on October 6, 2010, (a) the numerator is the number of
shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of
(i) the total shares of common stock outstanding on October 6, 2010 (20,000,000), and (ii) the total number of shares that the beneficial owner may acquire upon conversion of the preferred and on exercise of the warrants and options,
subject to limitations on conversion and exercise. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.

(2)
 Gust C. Kepler was our former President, Chief Executive Officer, Chief Financial Officer, Secretary and sole director until his resignation on
September 28, 2010 in connection with the sale of 3,300,000 of his shares of common stock to Crystal Globe Limited.

(3)
 Jinghe Zhang was appointed our new President, Chief Executive Officer, and sole director and Yuan Huang was appointed our new Chief Financial Officer,
Secretary and Treasurer with effect from September 28, 2010.

(4)
 On October 1, 2010, G2 Ventures, Dynamic Elite and Crystal Globe entered into and consummated a Share Exchange Agreement. As a result, Crystal
Globe holds a total of 18,515,426 shares of Joway Group. As the executive director of Crystal Globe, Mr. Zhang has voting and dispositive control over the shares held by Crystal Globe. Further, in connection with the Reverse Merger and as
consideration for entering into the VIE Agreements, Mr. Lionel Evan Liu, the sole shareholder of Crystal Globe, entered into a Call Option Agreement with Mr. Zhang Jinghe, pursuant to which Mr. Zhang Jinghe has the right to purchase
up to 99% of the shares of Crystal Globe at an aggregate price equal of $20,000 over the next three years (2011-2013). Consequently, Mr. Zhang will become the indirect beneficial owner of 99% of the shares of the Company held by Crystal Globe
over the next three years.

 John Reynolds

 Assistant Director

 United States Securities and Exchange Commission

Division of Corporation Finance

 October 11,
2011

  Page
 3

(5)
 Includes 18,515,426 shares held by Crystal Globe Ltd. Mr. Zhang is the executive director of Crystal Globe and as such has voting and dispositive
control over the shares held by Crystal Globe. In addition, Mr. Zhang has entered into a Call Option Agreement with Mr. Liu, the sole shareholder of Crystal Globe, pursuant to which Mr. Zhang has the right to purchase up to 99% of the
shares of Crystal Globe (“the Option”); thirty-four percent (34%) of the Option vests on April 2, 2011, and 33% of the Option vests on April 2, 2012 and April 2, 2013, respectively.

Corporate Structure and History, page 4

Staff Comment 2. We note your response to comment one of our letter dated August 3, 2011, and we reissue it. You disclose
that Mr. Liu formed Dynamic Elite on June 2, 2010 and Exhibit 10.19 indicates that Mr. Liu formed personally owned all of the shares of Dynamic Elite when it and Mr. Liu entered into the Entrust Agreement with Mr. Zhang. You
later disclose that Crystal Globe was formed to hold all of the outstanding shares of Dynamic Elite and that Mr. Zhang was appointed as the executive director of Crystal Globe. Please revise to clarify who owned Dynamic Elite when formed, when
Crystal Globe was founded and whether Mr. Liu owned 100% of the Crystal Globe from its inception through the report date of the current report filed on October 7, 2010. Also, please clarify how and when Crystal Globe acquired Dynamic Elite
from Mr. Liu and the date that Mr. Zhang was appointed executive director of Crystal Globe. On October 1, 2010, G2 Ventures, Inc. acquired Dynamic Elite by issuing 15,215,426 shares of common stock to Crystal Globe. Thus, Crystal
Globe controlled Dynamic Elite through 92% ownership of the outstanding shares of G2 Ventures. You disclose that the Entrust Agreement gave “irrevocable authority to make all business, operating and organizational decisions regarding Dynamic
Elite” to Mr. Zhang on page three and effective control of Crystal Globe through his appointment as executive director. Please revise to clarify the references to “effective control” and whether it resulted in the same rights as
ownership and what business, operation and organizational powers are still retained by Mr. Liu. For example, please clarify whether Mr. Liu has the power to replace Mr. Zhang as the executive director of Crystal Globe and the effect
of such an act on Mr. Zhang’s ability to control Dynamic Elite via the Entrust Agreement. As previously requested, while you state the founders of the companies, you are not clearly stating whether the individuals who formed the companies
were also the controlling shareholders at that time and before the transactions described in this section. Lastly, as previously requested please clarify whether Mr. Zhang had any ownership, directly or indirectly, of Crystal Globe and Dynamic
Elite before the transactions.

 Response: The Company will amend the Current Report to reflect the following:

In 2010, the shareholders of the Joway Group determined to reorganize the Joway Group with the ultimate goal of consummating a reverse merger with a U.S.
publicly traded company. To this end, on June 2, 2010, at the request of Mr. Zhang, Mr. Lionel Even Liu founded Dynamic Elite International Limited, a limited liability company under the laws of the British Virgin Islands and on
June 18, 2010 Mr. Liu was issued 10,000 shares of Dynamic Elite representing 100% of the issued and outstanding shares. On June 18, 2010 Mr. Liu was appointed a Director of Dynamic Elite and on September 17, 2010
Mr. Zhang was appointed the Executive Director of Dynamic Elite.

 On June 2, 2010, Mr. Liu and Mr. Zhang entered into an
Entrust Agreement pursuant to which Mr. Liu:

•

 Appointed Mr. Zhang as Mr. Liu’s exclusive agent and attorney, with respect to all of his shareholder’s rights and
shareholder’s voting rights in Dynamic Elite;

 John Reynolds

 Assistant Director

 United States Securities and Exchange Commission

Division of Corporation Finance

 October 11,
2011

  Page
 4

•

 Granted Mr. Zhang irrevocable authority to operate and manage Dynamic Elite, including the power to appoint directors, legal representatives, and
executive and other senior officers;

•

 Agreed not to cause the Company to conduct any transaction that would materially affect the assets, obligations, rights or the operations of the
Company, without the consent of Mr. Zhang;

•

 Agreed not to (i) issue or create any new shares, equity, registered capital, ownership interest, or equity-linked securities, or any options or
warrants that are directly convertible into, or exercisable or exchangeable for, shares, equity, registered capital, ownership interest, or equity-linked securities of the Company, or other similar equivalent arrangement; (ii) alter the
shareholding structure of the Company; (iii) cancel or otherwise alter the shares held by Mr. Liu; (iv) amend the register of members or the memorandum and articles of association of the Company; (v) liquidate or wind up the
Company, or; (vi) act or omit to act in such a way that would effect the interest of shares held by Mr. Liu, without the prior consent of Mr. Zhang; and

•

 Waived all rights as a shareholder in Dynamic Elite in favor of Mr. Zhang.

Pursuant to the Entrust Agreement, Mr. Liu transferred to Mr. Zhang all of Mr. Liu’s rights to manage and operate Dynamic Elite as
well as all of Mr. Liu’s rights as a shareholder, including the right to vote his shares of Dynamic Elite. Pursuant to the Agreement, Mr. Zhang has the sole and exclusive right to appoint the directors of Dynamic Elite and to manage
and operate the company and its business. In addition, Mr. Liu was prohibited from undertaking any transaction affecting the business, assets, operations or securities of the Company without the consent of Mr. Zhang. As a result,
Mr. Liu did not retain any operational or organizational control over Dynamic Elite.

 On June 18, 2010, Mr. Liu established
Crystal Globe Limited, a limited liability company under the laws of the British Virgin Islands and on June 18, 2010 Mr. Liu was issued 10,000 shares of Crystal Globe representing 100% of the issued and outstanding shares. On July 20,
2010, Mr. Zhang was appointed the Executive Director of Crystal Globe and Mr. Liu was appointed a Director of Crystal Globe. On September 18, 2010, Mr. Liu, the sole shareholder of Dynamic Elite, transferred all of the shares of
Dynamic Elite to Crystal Globe.

 On July 20, 2010, Mr. Liu entered into a Call Option Agreement with Mr. Zhang and
Mr. Song, the two shareholders of the Joway Group, pursuant to which Mr. Liu granted Mr. Zhang and Mr. Song the right to purchase up to 100% of the shares of Crystal Globe at an aggregate price equal of $20,000 over the next
three years. In addition, the Option Agreement also provides that Mr. Liu shall not dispose any of the shares of Crystal Globe without consent of Mr. Zhang and Mr. Song.

 On October 1, 2010, G2 Ventures, Inc., Dynamic Elite and Crystal Globe, the sole shareholder of Dynamic Elite entered into and consummated a Share Exchange Agreement pursuant to which Crystal Globe
assigned, transferred, conveyed and delivered 10,000 shares of Dynamic Elite (representing 100% of the issued and outstanding shares) to G2 Ventures in consideration for the issuance to Crystal Globe of 15,215,426 restricted shares of common stock
of G2 Ventures (the “Reverse Merger”). As of the date of the Reverse Merger and as of the date of the Current Report on Form 8-K filed with the SEC on October 7, 2010, Mr. Liu was the sole shareholder of Crystal Globe. Except as
set forth in the Call Option Agreement and the Entrust Agreement or as otherwise set forth above, Mr. Zhang had no ownership, directly or indirectly, in Crystal Globe and Dynamic Elite before the Reverse Merger.

 John Reynolds

 Assistant Director

 United States Securities and Exchange Commission

Division of Corporation Finance

 October 11,
2011

  Page
 5

 Staff
Comment 3. We note your response to comment two of our letter dated August 3, 2011 that the amount of consideration was agreed upon orally between the parties. This would appear to be an oral amendment to the agreements. Please
provide a written description of this amendment as an exhibit. For guidance, we direct your attention to Question 146.04 to the Compliance and Disclosure Interpretations, which are found at
http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.

 Response: With respect to the acquisition of the interests
of Chen Jingyun and Wang Aiying in Joway Decoration and Shengtang Trading, respectively, by Tianjin Joway Shengshi Group Co., we will include as exhibits to the Current Report a description of the consideration that was agreed upon orally between
the parties as follows:

 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 Oriental Shengtang Import & Export Trading Co., Ltd. to Tianjin Joway Shengshi Group. The parties agreed orally at the time the
Agreement was entered into that Tianjin Joway Shengshi would pay Wang Aiying cash in the amount of RMB100,000 as consideration for such transfer.

 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 Engineering Co., Ltd to Tianjin Joway Shengshi Group. The parties agreed orally at the time the Agreement was entered into that Tianjin Joway Shengshi would pay Chen Jingyun cash in the amount of
RMB200,000 as consideration for such transfer.

 Form 10-K for Fiscal Year Ended December 31, 2010

General

 Staff Comment 4.
We note your response to comment eight of our letter dated August 3, 2011, and we reissue it. Please revise your annual report any relevant issue noted in our comments above and to comply with the prior comments issued on the Form
8-K. Your draft disclosures for comments three and four of our letter dated August 3, 2011 should be included in your amended Form 10-K. Also, your prospective revisions related to comment five of our letter dated August 3, 2011, along
with

September 30, 2011
 Via E-Mail

Jinghe Zhang, Chief Executive Officer Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
16th Floor, Tianjin Global Zh iye Square, 309 Nanjing Road,
Nankai District, Tianjin, PRC

Re: Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
Form 8-K/A
  Filed June 13, 2011   Form 10-K for the Fiscal Year Ended December 31, 2010
Filed April 14, 2011
  File No. 333-108715

Dear Mr. Zhang:
We have reviewed your response letter da ted August 24, 2011, and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 8-K/A Filed on June 13, 2011

 General

1. Please note we are unable to clear prior co mments three, four, six, and seven until you
file an actual amendment w ith the changes you provided to us supplementally.  Also,
please note you did not provide us with draft language for co mment five of our letter
dated August 3, 2011, thus we are unable to determine whether your prospective
revisions would be responsive to our comment.

Jinghe Zhang
Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
September 30, 2011 Page 2

 Corporate Structure and History, page 4
2. We note your response to comment one of our letter dated August 3, 2011, and we
reissue it.  You disclose that Mr. Liu formed Dynamic Elite on June 2, 2010 and Exhibit
10.19 indicates that Mr. Liu personally owned al l of the shares of Dynamic Elite when it
and Mr. Liu entered into the Entrust Agreemen t with Mr. Zhang.  You later disclose that
Crystal Globe was formed to hold all of the outstanding shares of Dynamic Elite and that
Mr. Zhang was appointed as th e executive director of Crystal Globe.  Please revise to
clarify who owned Dynamic Elite when fo rmed, when Crystal Globe was founded and
whether Mr. Liu owned 100% of the Crystal Gl obe from its inception through the report
date of the current report filed on October 7, 2010.  Also, please clarify how and when
Crystal Globe acquired Dynamic Elite from Mr. Liu and the date that Mr. Zhang was
appointed executive director of  Crystal Globe.  On Oct ober 1, 2010, G2 Ventures, Inc.
acquired Dynamic Elite by issuing 15,215,426 shar es of common stock to Crystal Globe.
Thus, Crystal Globe controlled Dynamic Elite through its 92% ownership of the
outstanding shares of G2 Vent ures.  You disclose that the Entrust Agreement gave
“irrevocable authority to make all business, operating and organizational decisions
regarding Dynamic Elite” to Mr. Zhang on page three and effective control of Crystal Globe through his appointment as executive director.  Please revi se to clarify the
references to “effective control” and whether it resulted in the same rights as ownership
and what business, operating and organizationa l powers are still retained by Mr. Liu.  For
example, please clarify whether Mr. Liu has the power to replace Mr. Zhang as the executive director of Crystal Gl obe and the effect of such an  act on Mr. Zhang’s ability to
control Dynamic Elite via the Entrust Agreement.  As previously requested, while you state the founders of the companies, you are not clearly stating wh ether the individuals
who formed the companies were also the contro lling shareholders at that time and before
the transactions described in this section.  La stly, as previously re quested please clarify
whether Mr. Zhang had any ownership, direct ly or indirectly, of Crystal Globe and
Dynamic Elite before the transactions.
3. We note your response to comment two of our letter dated August 3, 2011 that the
amount of consideration was agreed upon orally between the parties.  This would appear
to be an oral amendment to the agreements.  Please provide a written  description of this
amendment as an exhibit.  For guidance, we direct your attention to Question 146.04 to
the Compliance and Disclosure In terpretations, which are found at
http://www.sec.gov/divisions/corpfin/guida nce/regs-kinterp.htm.
Form 10-K for Fiscal Year Ended December 31, 2010

General
4. We note your response to comment eight of  our letter dated August 3, 2011, and we
reissue it.  Please revise your annual report any relevant issue noted in our comments
above and to comply with the prior commen ts issued on the Form 8-K.  Your draft

Jinghe Zhang
Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
September 30, 2011 Page 3

 disclosures for comments three and four of our letter dated August 3, 2011 should be
included in your amended Form 10-K.  Als o, your prospective revisions related to
comment five of our letter dated August 3, 2011, along with the appr opriate disclosures
of Mr. Zhang’s beneficial ownership of Cr ystal Globe shares, should be included with
your amended Form 10-K.  Also, please revise  to ensure that you remove promotional
language that you are unable to support, such as those described in comment seven of our
letter dated April 13, 2011.

Item 9A. Controls and Procedures
Management’s Annual Report on Internal C ontrol over Financial Reporting, page 57
 5. We reviewed your response to our prior comm ent 9.  Please provide us with a discussion
of the specific roles and res ponsibilities of your Financial Manager and Chief Financial
Officer during their tenure at Ti ens Biotech, Inc.  In your res ponse, ensure to specifically
clarify how each of their role s supported the preparation of that company’s Form 10-K
and other periodic reports.
 6. We reviewed your response to our prior comment 9.  For your Financial Manager and
Chief Financial Officer, please provide us w ith (i) where their uni versity education was
obtained and (ii) the number of  hours of continuing education in U.S. GAAP they have
received individually in the last two years.
 7. We reviewed your response to our prior comments 9 and 10, noting you have hired an
independent accounting firm/consultant to assi st you in the preparation of your Form 10-
K and internal control evaluation.  This appear s to be inconsistent with your response to
our prior comment 25 in your corresponde nce dated December 23, 2010, which states
that you did not retain an outsi de accounting firm or consulta nt to prepare your financial
statements or evaluate your internal contro ls over financial reporting.  Please clarify or
revise.  If this is an accounting firm  that was recently hi red please tell us:
a) The name and address of the accounting firm or organization; b) The level of work performed by this firm; c) When this firm was engaged; d) Where the work was performed; e) The qualifications of their employ ees who perform the services for your
company;
f) How and why they are qualified to prep are your financial stat ements or evaluate
your internal control over financial reporting;
g) How many hours they spent last year  performing these services for your
organization; and
h) The total amount of fees you paid to  each accounting firm or organization in
connection with the preparation of your financial statements and in connection
with the evaluation of internal control ove r financial reporting for the most recent
fiscal year end.

Jinghe Zhang
Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
September 30, 2011 Page 4

8. We have reviewed your response to our prior comment 10 noting you have recently hired
an officer with auditing and financial background who will follow internal accounting
and compliance with Sarbanes-Oxl ey Act of 2002.  Please tell us:
a) what role he or she takes in preparin g your financial statements and evaluating the
effectiveness of your internal control;
b) what relevant education and ongoing trai ning he or she has had relating to U.S.
GAAP;
c) the nature of his or  her contractual or othe r relationship to you;
d) whether he or she holds and maintain s any professional designations such as
Certified Public Accountant  (U.S.) or Certified Ma nagement Accountant; and
e) about his or her professional experience,  including experience in preparing and/or
auditing financial statements prepared  in accordance with U.S. GAAP and
evaluating effectiveness of internal control over financial reporting.

You may contact Angela Hal ac at (202) 551-3398 or Brian Bhandari, Accounting Branch
Chief, at (202) 551-3390 if you have questions regarding comments on the financial statements
and related matters.  Please c ontact Edwin Kim at (202) 551- 3297 or Pamela Howell, Special
Counsel, at (202) 551-3357 w ith any other questions.

 Sincerely,
  /s/ Pamela Howell  for
John Reynolds Assistant Director

CORRESP
1
filename1.htm

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

 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, Inc.)

Form 8-K/A

Filed June 13, 2011

 Form 10-K for the Fiscal Year Ended December 31, 2010

 File:
333-108715

 Dear Mr. Reynolds:

 This letter responds to certain comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter from the Staff to Joway Health
Industries Group Inc. (formerly G2 Ventures, Inc.) (the “Company”) dated April 13, 2011.

 For your convenience,
we have included each of the Staff’s comments in italics before each of the Company’s responses. References in this letter to “we,” “our” or “us” mean the Company or its advisors, as the context may require.

 Form 8-K/A Filed June 13, 2011

 Corporate Structure and History, page 4

 Staff Comment 1. We
reissue comment two of our letter dated April 13, 2011. Please revise to provide clear disclosure as the ownership of Crystal Globe and Dynamic Elite. Clarify the entrust agreement and whether the entrust agreement provided Mr. Zhang
ownership of Dynamic Elite. In addition, as previously requested, while you state the founders of the companies you do not clearly state the controlling shareholder(s) before the transactions. Clarify whether Mr. Zhang had any ownership,
directly or indirectly, of Crystal Globe and Dynamic Elite before the transactions.

 Response: The Company’s 8-K/A filed
with the SEC on June 13, 2011 provides the following disclosures:

1.
Dynamic Elite was formed on June 2, 2010 by Mr. Lionel Evan Liu, a businessman and friend of Mr. Zhang Jinghe, our Chief Executive Officer.

2.
On June 2, 2010, Mr. Liu and Jinghe Zhang entered into an Entrust Agreement pursuant to which, Jinghe Zhang was given irrevocable authority to make all
business, operating and organizational decisions regarding Dynamic Elite.

 John Reynolds

Assistant Director

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 August 23, 2011

 Page 2

3.
On September 15, 2010, Mr. Liu caused Dynamic Elite to establish Tianjin Junhe Management Consulting Co., Ltd. (“Junhe Consulting”) as a
wholly-owned subsidiary and appointed Mr. Zhang Jinghe its Executive Director.

4.
Junhe Consulting was established as a wholly foreign owned entity (WOFE) under the laws of the Peoples’ Republic of China (“PRC”) for the purposes of
acquiring the Joway Group and engaging in the manufacture and distribution of tourmaline products in China.

5.
Mr. Liu formed Crystal Globe under the laws of the British Virgin Islands to hold all of the outstanding shares of Dynamic Elite and appointed Mr. Zhang to be
the executive director of Crystal Globe.

6.
As a result of the foregoing, Mr. Zhang effectively controlled Crystal Globe and Dynamic Elite prior to the Reverse Merger.

7.
In connection with the Reverse Merger and as consideration for entering into the VIE Agreements, Mr. Zhang Jinghe and Mr. Baogang Song entered into a Call
Option Agreement with the sole shareholder of Crystal Globe, pursuant to which they have the right to purchase up to 99% and 1%, respectively, of the shares of Crystal Globe at an aggregate price equal of $20,000 over the next three years. As a
result, over the next three years Mr. Zhang and Mr. Song will become the indirect beneficial owners of 99% and 1%, respectively, of the shares of the Company held by Crystal Globe. As a result of the foregoing, Mr. Zhang effectively
controlled Crystal Globe and, through Crystal Globe, the entire Company after the Reverse Merger.

8.
Lionel Evan Liu is the sole shareholder of Crystal Globe Limited.

9.
Mr. Zhang is the executive director of Crystal Globe and as such has voting and dispositive control over the shares held by Crystal Globe. In addition,
Mr. Zhang has entered into a Call Option Agreement with Mr. Liu, the sole shareholder of Crystal Globe, pursuant to which Mr. Zhang has the right to purchase up to 99% of the shares of Crystal Globe (“the Option”);
thirty-four percent (34%) of the Option vests on April 2, 2011, and 33% of the Option vests on April 2, 2012 and April 2, 2013, respectively. As a result of the Option, Mr. Zhang will become the indirect beneficial owner of
99% of the shares of the Company held by Crystal Globe.

 The Company respectfully believes that it has
adequately disclosed the ownership and control of both Crystal Globe and Dynamic Elite both before and after the Reverse Merger.

Staff Comment 2. We reissue comment three of our letter dated April 13, 2011. Please revise to disclose the material terms
of the July 25, 2010 share acquisition agreements with Chen Jingyum and Wang Aiying to sell their shares to the Joway Group. In addition, please advise use whether Exhibits 10.21 and 10.23 are complete. We note that these agreements omit the
consideration to be paid.

 Response: The Company states again that Exhibits 10.21 and 10.23 are complete. The Company
understands that the consideration paid for the shares is not set forth in the agreement, however, the amount of consideration was agreed upon orally between the parties. The Company has disclosed the consideration paid in the Report.

Description of Business, page 11

Staff Comment 3. We note your response to comment four of our letter dated April 13, 2011 regarding the scientific support
for your claims of the benefits of tourmaline. It appears the studies and articles cited references some possible benefits of tourmaline, but your statement still appear promotional in nature compared to the measured statements cited as support for
your claims. Please revise to remove the promotional language and provide a more balanced view of the benefits of tourmaline.

 John Reynolds

Assistant Director

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 August 23, 2011

 Page 3

 Response: The following six statements in the Report are the only statements which
discuss the possible health benefits of tourmaline.

1.
FIRs are invisible waves of energy capable of penetrating deep into the human body, where they gently elevate the body’s surface temperature and activate major
bodily functions. Negative ions are atoms that have a negative electric charge. It is believed that FIRs and negative ions gently heal, soothe, stimulate and detox the physical body, as well as the mind. (Source:
http://www.globalhealingcenter.com/tourmaline.html).

2.
Because it is a permanent source of FIRs and negative ions, tourmaline is believed to have the advantage of improving human body circulation, relieving stress,
increasing mental alertness and strengthening the immune system function (Source: Niwa Institute for Immunology, Japan. Int J. Biometeorol 1993 Sep; 37(3) 133-8).

3.
In view of its powerful health benefits, tourmaline has been used to manufacture a wide range of healthcare products, including apparel, bedding, water purifiers, sauna
rooms, and personal care products.

4.
We believe these tourmaline-treated daily healthcare products and personal care products produce FIRs and negative ions which stimulate blood circulation in capillary
vessels and deliver incredible benefits to users both physically and mentally.

5.
Our tourmaline water machines or water mugs purify, mineralize and activate the water in them because we infuse tourmaline particles into the filter of the water
machine or water mug. It is believed that the purified, mineralized and activated water will promote the drinker’s metabolism and prevent oxidation.

 The Company will revise the foregoing statements as follows:

1.
FIRs are invisible waves of energy capable of penetrating deep into the human body. Negative ions are atoms that have a negative electric charge. FIRs and negative
ions are perceived to have certain health benefits. (Source: http://www.globalhealingcenter.com/tourmaline.html).

2.
Because it is a permanent source of FIRs and negative ions, tourmaline is perceived to have certain health benefits (Source: Niwa Institute for Immunology,
Japan. Int J. Biometeorol 1993 Sep; 37(3) 133-8).

3.
In view of its perceived health benefits, tourmaline has been used to manufacture a wide range of healthcare products, including apparel, bedding, water
purifiers, sauna rooms, and personal care products.

4.
We believe these tourmaline-treated daily healthcare products and personal care products produce FIRs and negative ions which have perceived health benefits.

5.
We infuse tourmaline particles into the filters of our tourmaline water machines and water mugs. Tourmaline is perceived to have certain health benefits.

 In addition, the Company will add the following paragraph to the Section titled “Description of our Business —
Introduction to Tourmaline”:

 John Reynolds

Assistant Director

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 August 23, 2011

 Page 4

 While tourmaline has perceived health benefits, the actual benefits of tourmaline to human health are
unknown. The full efficacy of tourmaline to human health requires further significant clinical study. We are not aware of any formal clinical studies which have validated the health benefits of tourmaline.

Staff Comment 4. We reissue comment eight of our letter dated April 13, 2011. Please revise your Form 8-K to describe the
business of Shenyang Joway and its similarities and relationship with the Joway Group. Also discuss the circumstances and timing of why and when it ceased being an operating company. In 2008 and 2009, Shenyang Joway was one of your largest
suppliers, but it is unclear why and when it ceased operations and how that impacted your business.

 Response: Shenyang
Joway Industrial Development Co., Ltd. (“Shenyang Joway”) was formed in 2005 in Shenyang, China by Mr. Jinghe Zhang and three other individuals. Mr. Zhang holds more than 50% of the equity in Shenyang Joway. Shenyang Joway was in
the business of marketing and distributing clothing and related products to other companies.

 On May 17, 2007, Jinghe Zhang together with
Si Lijun and Song Baogang, who were unaffiliated with Shenyang Joway, founded Tianjin Joway Textile Co., Ltd. in Tianjin, China as a limited liability company under the laws of the PRC. On November 24, 2009, the company changed its name to
Tianjin Joway Shengshi Group Co., Ltd. (“Joway Group”). Mr. Jinghe Zhang is the Executive Director and General Manager of Joway Group. On July 1, 2010, Si Lijun transferred all of his equity interest in Joway Group to Jinghe
Zhang. As a result, Mr. Zhang now owns 99% of the equity interest in Joway Group and Song Baogang owns the remaining 1% of the equity interest of Joway Group. The Company’s wholly-owned subsidiary Tianjin Junhe Management Consulting Co.,
Ltd. (“Junhe Consulting”), controls Joway Group through the VIE agreements.

 In 2008 and 2009 Joway Group entered into a number of
sales contracts with Shengyang Joway, pursuant to which the Joway Group purchased inventory and equipment from Shengyang Joway.

 In 2009
Mr. Zhang decided to shut down the operations of Shenyang Joway in order to focus his attention on the Joway Group’s business and on December 20, 2009, Joway Group entered into a final sales contract with Shengyang Joway pursuant to
which the Joway Group purchased inventory in the amount of $137,395 from Shengyang Joway.

 In addition, from 2007 through 2009, Shenyang Joway
advanced the Joway Group an aggregate of $694,458. The advances were non-interest bearing and had no specified repayment terms. As of June 30, 2010, the total unpaid principal balance due Shenyang Joway for advances was $138,093. Shenyang Joway
also licensed the trademarks “Xi” and “Joway” to the Joway Group pursuant to a royalty-free license.

 Shenyang Joway has
ceased operations, although it still exists as a legal entity, and the Joway Group was able to find new suppliers with no material adverse impact to the Company.

 We will amend the Report to add the disclosure set forth above.

 John Reynolds

Assistant Director

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 August 23, 2011

 Page 5

 Security Ownership of Certain Beneficial Owners and Management, page 60

Staff Comment 5. We note that footnote four of your beneficial ownership table is inconsistent with footnote five as to who has
voting power over the shares of Crystal Globe. Please reconcile.

 Response: We will amend the Report to correct footnote
four to the beneficial ownership table.

 Exhibits

 Staff Comment 6. Please revise the exhibits index, as the *** does not indicate where such exhibits can be found.

 Response: The *** denotes exhibits filed with the original Current Report on Form 8-K. We will amend the Report to clarify this.

Staff Comment 7. We note that exhibit 10.20 is missing Appendix 1. Please file this exhibit in its entirety.

Response: We will amend the Report to file the missing Appendix 1 to Exhibit 10.20.

Form 10-K for Fiscal Year Ended December 31, 2010

 General

 Staff Comment 8. Please revise your annual report to
address any relevant issue noted in our comments above and to comply with the prior comments issued on the Form 8-K.

Response: We will revise our Annual Report to address any relevant issues noted in the comments above.

Item 9A. Controls and Procedures

Management’s Annual Report on Internal Control over Financial Reporting, page 57

 Staff Comment 9. Considering (i) your response to our prior comments 24-29 from our letter dated November 5, 2010 and (ii) your risk factor disclosure on page 33
which states that most of your accounting and finance staff are not educated and trained in U.S. GAAP and SEC reporting requirements, please provide us with a detailed discussion of the factors you considered in assessing whether this pervasive
issue would result in a significant deficiency or material weakness and how this issue was overcome to support your conclusion that your internal controls over financial reporting were effective at December 31, 2010 .

Response: Although most of our accounting staff are not formally educated in U.S. GAAP and SEC reporting requirements, both our Financial
Manager, who is responsible for preparing the Company’s financial statements, including the adjustments in order to convert the Company’s financial statements to U.S. GAAP and our Chief Financial Officer who is responsible for reviewing
the adjustments made by the Financial Manager to convert the financial statements to U.S. GAAP have had education and training in U.S. GAAP accounting as part of their university education and receive regular continuing education in U.S. GAAP
accounting and SEC reporting requirements. In addition, both our Financial Manager and our Chief Financial Officer were employed by Tiens Biotech, Inc., a U.S. publicly listed company.

 John Reynolds

Assistant Director

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 August 23, 2011

 Page 6

 In addition, as part of the Company’s process to prepare its Annual Report on Form 10-K, the Company
hired an independent accounting firm in the PRC with knowledge of SEC rules and regulations and reporting requirements to assist the Company’s CFO and Financial Manager to prepare the 10-K and to evaluate the effectiveness of the Company’s
disclosure controls and its internal controls over financial reporting. As a result, the Company’s Chief Executive Officer and Chief Financial Officer were able to conclude that the Company’s our disclosure controls and internal controls
over financial reporting were effective as of December 31, 20

August 3, 2011
Via E-Mail
Jinghe Zhang, Chief Executive Officer Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
16th Floor, Tianjin Global Zh iye Square, 309 Nanjing Road,
Nankai District, Tianjin, PRC

Re: Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
Form 8-K/A
  Filed June 13, 2011   Form 10-K for the Fiscal Year Ended December 31, 2010
Filed April 14, 2011
  File No. 333-108715

Dear Mr. Zhang:
We have reviewed your response and have th e following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 8-K/A Filed on June 13, 2011

Corporate Structure and History, page 4
1. We reissue comment two of our letter da ted April 13, 2011.  Please revise to provide
clear disclosure as to the ownership of Cr ystal Globe and Dynamic Elite.  Clarify the
entrust agreement and whether the entrust agreement provided Mr. Zhang ownership of
Dynamic Elite.  In addition, as previously requested, while you stat e the founders of the
companies you do not clearly state the controllin g shareholder(s) before  the transactions.
Clarify whether Mr. Zhang had any ownership, directly or indirectly, of Crystal Globe
and Dynamic Elite before the transactions.
2. We reissue comment three of our letter da ted April 13, 2011.  Please revise to disclose
the material terms of the July 25, 2010 and July 28, 2010 share acquisition agreements

Jinghe Zhang
Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
August 3, 2011 Page 2

 with Chen Jingyum and Wang Aiying to sell their shares to the Joway Group.  In
addition, please advise use whether Exhibits  10.21 and 10.23 are complete.  We note that
these agreements omit the consideration to be paid.
Description of Business, page 11
3. We note your response to comment four of our letter dated April 13, 2011 regarding the
scientific support for your claims  of the benefits of tourmaline.   It appears the studies and
articles cited references some possible bene fits of tourmaline, but your statements still
appear promotional in nature compared to the measured statements cited as support for
your claims.  Please revise to remove the promotional language and provide a more balanced view of the benefits of tourmaline.
4. We reissue comment eight of our letter da ted April 13, 2011.  Please revise your Form 8-
K to describe the business of Shenyang Joway and its similarities and relationships with
the Joway Group.  Also discuss the circumst ances and timing of why and when it ceased
being an operating company.  In 2008 and 2009, Shenyang Joway was one of your largest suppliers, but it is unclear w hy and when it ceased operations and how that impacted your
business.
Security Ownership of Certain Benefi cial Owners and Management, page 60

5. We note that footnote four of your benefici al ownership table is  inconsistent with
footnote five as to who has voting power ove r the shares of Crystal Globe.  Please
reconcile.
Exhibits
6. Please revise the exhibits index, as the *** doe s not indicate where such exhibits can be
found.
7. We note that exhibit 10.20 is missing Appendix 1.  Please file this exhi bit in its entirety.
Form 10-K for Fiscal Year Ended December 31, 2010
General
8. Please revise to your annual report to addre ss any relevant issue not ed in our comments
above and to comply with the prior comments issued on the Form 8-K.
Item 9A. Controls and Procedures
Management’s Annual Report on Internal C ontrol over Financial Reporting, page 57
9. Considering (i) your response to our pr ior comments 24-29 from our letter dated

Jinghe Zhang
Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
August 3, 2011 Page 3

 November 5, 2010 and (ii) your risk factor disc losure on page 33 which states that most
of your accounting and finance staff are not ed ucated and trained in U.S. GAAP and SEC
reporting requirements, please provide us with a detailed discussion of  the factors you
considered in assessing whet her this pervasive issue would result in a significant
deficiency or material weakness and how  this issue was overcome to support your
conclusion that your internal controls over fina ncial reporting were effective at December
31, 2010.
10. Please revise to provide disclosures require d by Item 308(c) of Regulation S-K.  Please
ensure you sufficiently detail all material ch anges to your internal control over financial
reporting that resulted from the share ex change transaction in October 2010.

You may contact Angela Halac at (202) 551-3398 or Brian Bh andari at (202) 551-3390 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Edwin Kim at (202) 551-3297 or Pamela  Howell, Special Counsel, at (202) 551-3357
with any other questions.

 Sincerely,
  /s/ Pamela Howell  for
John Reynolds Assistant Director

CORRESP
1
filename1.htm

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: 333-108715

 Dear Mr. Reynolds:

This letter responds to certain comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) contained in the letter from the Staff to Joway Health Industries Group Inc. (formerly G2 Ventures, Inc.) (the “Company”) dated April 13, 2011.

For your convenience, we have included each of the Staff’s comments in italics before each of the Company’s responses.
References in this letter to “we,” “our” or “us” mean the Company or its advisors, as the context may require.

Form 8-K filed with Correspondence on February 28, 2011

 General

 Staff Comment 1. We reissue comment one of our letter
dated January 28, 2011. Please provide an amended Form 8-K to address our comments and incorporate your previous responses you have made in a draft format. Also, please include the exhibits that you represent in your response letters that will
be filed with an amended Form 8-K/A.

 Response: We have filed an amended Form 8-K/A (the “8-K/A”) and incorporated
where applicable the information contained in the following responses to the Comments of the Staff.

 Entry into a Material Definitive
Agreement, page 3

 Staff Comment 2. We note your responses to comments three and five of our letter dated
January 28, 2011 regarding the indirect ownership of Crystal Globe and partially reissue the comments. Please revise to provide clear disclosure as to the ownership of Crystal Globe and Dynamic Elite. You state that Mr. Liu formed these
companies but do not specifically clarify who was the controlling shareholder before and/or after the transactions. In this regard, we note that the disclosure provided in your supplemental response to comment 21 is clearer than the disclosure in
the proposed changes to the Form 8-K. In addition, clarify whether Mr. Zhang had any ownership or control, directly or indirectly, of Crystal Globe and Dynamic Elite before the transactions. Please revise this section and footnote four of your
beneficial ownership table to clarify the individuals that have indirect ownership of Crystal Globe,

John Reynolds

 Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

 June 10, 2011

 Page 2

 and thus, control of
your operating subsidiaries, as it appears that Mr. Zhang is the ultimate beneficial owner and control person and therefore the shares should be included in the table for Mr. Zhang or advise as to why you believe disclosure is not
required.

 Response: We have revised the description under Item 1.01 Entry into a Material Definitive Agreement of the
8-K/A to clarify the ownership of Crystal Globe and Dynamic Elite both before and after the Reverse Merger. We have also revised the table set forth under the section titled “Security Ownership of Certain Beneficial Owners and Management”
to describe the indirect ownership of Crystal Globe.

 Corporate Structure and History, page 4

Staff Comment 3. We note your response to comment six of our letter dated January 28, 2011. Please revise to disclose the
material terms of the July 25, 2010 and July 28, 2010 share acquisition agreements with Chen Jingyum and Wang Aiying to sell their shares to the Joway Group.

 Response: The share transfer agreements entered into with Chen Jingyun and Wang Aiying are very short and simplistic documents. Our response letter dated February 28, 2011 contains an
accurate description of all of the material terms contained in those agreements. In addition, we have included these agreements as exhibits to the 8-K/A.

 Description of Business, page 11

 Staff Comment 4. We reissue
comment eight of our letter dated January 28, 2011. We are unable to locate the supplemental table as stated in your response letter dated February 28, 2011.

 Response: We will submit the supplemental information by EDGAR as Exhibit A.

Staff Comment 5. We reissue comment 13 of our letter dated November 5, 2010. Please clarify whether you have a website. If
so, please provide the address.

 Response: We currently do not have a website for the public company.

Staff Comment 6. We are unable to find the revisions you provided in response to comment 17 of our letter dated November 5,
2010 with regard to the material terms of your franchise agreement. The draft language you provided in your response letter dated December 23, 2010 is not in the business discussion. Further, you previously indicated that you would file a form
franchise agreement, but you have not yet provided such document and the exhibits index does not reflect a franchise agreement.

Response: A description of the material terms of our standard franchise agreement is set forth on page 19 of the 8-K/A which is the same
language set forth in our response letter dated December 23, 2010. In addition, we have filed a form of our franchise agreement as Exhibit No. 10.20 to the Company’s Annual Report on Form 10-K filed on April 14, 2011 and have
incorporated this exhibit by reference into the 8-K/A.

 Staff Comment 7. We note your revisions in response to comment
20 of our letter dated November 5, 2010 that the Company “believes it is the leading manufacturer and distributor of

John Reynolds

 Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

 June 10, 2011

 Page 3

 tourmaline
healthcare-related products in the PRC” and that “we have the most matured tourmaline particle attachment technology in the PRC.” Please provide the basis for these statements or remove.

Response: We have removed both statements from the disclosure in our 8-K/A.

 Staff Comment 8. We note your response to comment nine of our letter dated January 28, 2011, and we reissue it in part. Please revise to briefly describe the business of
Shenyang Joway and its similarities and relationships with the Joway Group. Also, please advise us whether Shenyang Joway uses the Joway Group name as part of its business.

 Response: Shenyang Joway is a company established by Jinghe Zhang, the Company’s Chief Executive Officer in 2005, who owns 70% of the company. Shenyang Joway is currently not an
operating company. All transactions between Joway Group and Shenyang Joway have been disclosed in the 8-K/A under the section titled “Certain Relationships and Related Transactions—Other Related Transactions among Chinese Operating
Entities.”

 Shenyang Joway does not use the Joway Group name in its business. However, Shenyang Joway did license to Joway Group the
right to use certain trademarks owned by Shenyang Joway. A copy of the licensing agreement was previously filed as Exhibit 10.15 to the 8-K.

Risk Factors, page 36

Staff Comment 9. We note your response to comment 15 of our letter dated January 28, 2011 and the related revisions to your
filing. As noted in our prior comment, please confirm to us that you will evaluate the factors outlined in your revised risk factor disclosure in concluding on the effectiveness of disclosure controls and procedures under Item 307 of Regulation
S-K and internal control over financial reporting under Item 308 of Regulation S-K in the future.

 Response: We confirm
that in connection with our future filings we will evaluate the factors outlined in our revised risk factor disclosure in concluding the effectiveness of disclosure controls and procedures under Item 307 of Regulation S-K and internal control
over financial reporting under Item 308 of Regulation S-K.

 Executive Compensation, page 67

Staff Comment 10. We note your response to comment 42 of our letter dated November 5, 2010, and we reissue it. Please revise
to clarify that the compensation figures and discussion includes all compensation, including any from Junhe Consulting and/or Dynamic Elite. In addition, there should only be one summary compensation table providing the disclosure required by
Item 402(n) of Regulation S-K.

 Response:

 We have revised the disclosure in the 8-K/A under the section titled Executive Compensation to clarify that the compensation figures and discussion includes all compensation, including any from any of the
Company’s subsidiaries. In addition, the Company has revised the Summary Compensation Table in accordance with the requirements of Item 402(n) of Regulation S-K.

 John Reynolds

 Assistant Director

 United States Securities and Exchange Commission

Division of Corporation Finance

 June 10, 2011

 Page 4

 Market Price of and
Dividends on the Registrants Common Equity and Related Stockholder Matters, page 76

 Staff Comment 11. We
reissue comment 48 of our letter dated November 5, 2010. Please provide the market price information required by Item 201(a)(1)(iii) of Regulation S-K. Although thinly traded, we note that the stock has been quoted on the OTC Bulletin
Board under the stock symbol GVTI.

 Response:

 We have revised the section in the 8-K/A titled “Market Price of and Dividends on the Registrants Common Equity and Related Stockholder Matters” to conform to Item 201(a)(1)(iii) of
Regulation S-K to the extent we are able to do so. Please note that we were unable to locate quotations for the Company’s common stock prior to March 2010.

 Dynamic Elite International Limited Consolidated Financial Statements

 General

 Staff Comment 12. Please amend your Form 8-K to include updated interim financial statements of Dynamic Elite
International Limited for the nine months ended September 30, 2010 and 2009. Refer to Exchange Act Rules 13a-1 and 13a-13.

Response: We have revised the 8-K/A to include interim financial statements of Dynamic Elite International Limited for the nine months
ended September 30, 2010 and 2009.

 Exhibits

 Staff Comment 13. We note your responses to comments 10 and 17 of our letter dated November 5, 2010, and comments 17 and 22 of our letter dated January 28, 2011 in which
you indicate you will file various documents as exhibits to your amended Form 8-K/A. Please file these documents, as we are unable to clear these comments unless we are able to review these exhibits. Please also note that we may have additional
substantive comments regarding the disclosure in the Form 8-K once we review these exhibits.

 Response: We have filed the
agreements and other documents referred to in our prior response as exhibits to the 8-K/A.

 Staff Comment 14. We note
your response to comment 22 of our letter dated January 28, 2011 that the other exhibit 10.13, the agreements are complete. Please clarify whether these are forms of the agreement or whether these are the executed agreement. If these are the
executed agreement, we note that exhibits 10.11, 10.12 and 10.13 are also missing the quantity and amount, and therefore the exhibits should be filed in their entirety. If these are forms of the agreement, please advise and explain why the executed
agreements are not filed.

 Response: The agreements originally filed as Exhibits 10.11 and 10.12 are forms of agreements
referred to as “framework contracts” under the applicable Chinese legal terminology. Framework contracts are

John Reynolds

 Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

 June 10, 2011

 Page 5

 agreements in which the
parties set out the basic rights and obligations for a specific transaction, but leave out the variable terms, which are determined in supplemental documents once the actual transaction occurs. These specific agreements have been supplemented by
various order lists. We have refiled these exhibits to include the order lists which supplement the original agreements. In addition, the agreement filed as Exhibit 10.13 is an executed contract with a cross reference to a price and quantity list.
We have refiled this exhibit to include the price and quantity list.

 The Company acknowledges that it is responsible for
the accuracy and adequacy of the disclosure in its filings pursuant to the Securities Exchange Act of 1934 and that such filings include the information the Securities Exchange Act of 1934 and all applicable Securities Act rules require.

Sincerely,

/s/ Jinghe Zhang

Jinghe Zhang

Chief Executive Officer

 Enclosures

CC:
Alisande Rozynko

 The Crone Law
Group

 Exhibit A

June 1, 2011
Via Fax and Mail
Jinghe Zhang, Chief Executive Officer Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
16th Floor, Tianjin Global Zh iye Square, 309 Nanjing Road,
Nankai District, Tianjin, PRC

Re: G2 Ventures, Inc.
Form 8-K
  Filed October 7, 2010   File No. 333-108715

Dear Mr. Zhang:
 We issued a comment letter to you on th e above captioned filing on April 13, 2011 in
connection with our review of your  periodic reports.  As of th e date of this  letter, these
comments remain outstanding and unresolved.  We  expect you to contact us by June 15, 2011 to
provide a substantive response to  the comments or to advise us why you are unable to respond
and when you will be able to do so.
 If you do not respond to the outstanding comm ents or contact us by June 15, 2011, we
will, consistent with our obligati ons under the federal securities laws, decide how we will seek to
resolve material outstanding comments and co mplete our review of your filings and your
disclosure. Among other things, we may decide to release publicly, through the agency’s
EDGAR system, all correspondence, including this letter, relating to the review of your filings,
consistent with the staff’s decision to releas e publicly comment letters  and response letters
relating to disclosure filings it has reviewed. You can find more  information about the staff’s
decision to release filing correspondence at http://www.sec.gov/news/press/2004-89.htm and
http://www.sec.gov/news/press/2005-72.htm
.

Jinghe Zhang
Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
June 1, 2011 Page 2

 You may contact Ethan Horow itz at (202) 551-3311 or Ange la Halac at (202) 551-3398
if you have questions regarding comments on the financial statements and related matters.
Please contact Edwin Kim at (202) 551-3297 or Pamela Howell, Special Counsel, at (202) 551-
3357 with any other questions.

 Sincerely,
  /s/ Pamela Howell  for
John Reynolds Assistant Director

April 13, 2011
 Via Fax and Mail

Jinghe Zhang, Chief Executive Officer Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
16th Floor, Tianjin Global Zhiye Square 309 Nanjing Road, Nankai District, Tianjin, PRC

Re: G2 Ventures, Inc.
Form 8-K
  Filed on October 7, 2010   File: 333-108715

Dear Mr. Zhang:
We have reviewed your responses and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.

Form 8-K filed with Correspondence on February 28, 2011

General
1. We reissue comment one of our letter dated January 28, 2011.  Please provide an
amended Form 8-K to addre ss our comments and incorpor ate your previous responses
you have made in a draft format.  Also, please include the exhibits that you represent in
your response letters that will be file d with an amended Form 8-K/A.

Entry into a Material Definitive Agreement, page 3
2. We note your responses to comments three and five of our letter dated January 28, 2011
regarding the indirect ownership of Crystal Globe and partially reissue the comments.
Please revise to provide clear disclosure as to the ownership of Crystal Globe and
Dynamic Elite.  You state that Mr. Liu form ed these companies but do not specifically
clarify who was the controlling shareholder befo re and/or after the tr ansactions.  In this
regard, we note that the disclosure provide d in your supplemental response to comment
21 is clearer than the disclosure in the propos ed changes to the Form 8-K.  In addition,
clarify whether Mr. Zhang had any ownership or control, directly or indirectly, of Crystal
Globe and Dynamic Elite before the transactions.  Please revise this section and footnote four of your beneficial ownership table to clarify the individuals that have indirect
ownership of Crystal Globe, and thus, control of your operating subsidiaries , as it appears

Jinghe Zhang
Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
April 13, 2011 Page 2
 that Mr. Zhang is the ultimate beneficial owner and control pers on and therefore the
shares should be included in the table fo r Mr. Zhang or advise as to why you believe
disclosure is not  required.
Corporate Structure and History, page 4

3. We note your response to comment six of our  letter dated January 28, 2011.  Please
revise to disclose the material terms of the July 25, 2010 and July 28, 2010 share
acquisition agreements with Chen Jingyum a nd Wang Aiying to sell their shares to the
Joway Group.

Description of Business, page 11
4. We reissue comment eight of our letter date d January 28, 2011.  We are unable to locate
the supplemental table as st ated in your response lett er dated February 28, 2011.
5. We reissue comment 13 of our letter date d November 5, 2010.  Please clarify whether
you have a website.  If so, please provide the address.
6. We are unable to find the revisions you provide d in response to comment 17 of our letter
dated November 5, 2010 with regard to the mate rial terms of your franchise agreement.
The draft language you provided in your res ponse letter dated D ecember 23, 2010 is not
in the business discussion.  Fu rther, you previously indicated  that you would file a form
franchise agreement, but you have not yet provided such document and the exhibits index does not reflect a franchise agreement.  Please revise accordingly.
7. We note your revisions in res ponse to comment 20 of our le tter dated November 5, 2010
that the Company “believes it is the leadi ng manufacturer and dist ributor of tourmaline
healthcare-related products in the PRC” and th at “we have the most matured tourmaline
particle attachment technol ogy in the PRC.”   Please provide the basis for these
statements or remove.
8. We note your response to comment nine of our letter dated January 28, 2011, and we
reissue it in part.  Please revi se to briefly describe the bus iness of Shenyang Joway and its
similarities and relationships with the Jo way Group.  Also, please advise us whether
Shenyang Joway uses the Joway Group name as part of its business.
Risk Factors, page 36

9. We note your response to comment 15 of our  letter dated January 28, 2011 and the
related revisions to your filing.  As noted in ou r prior comment, please confirm to us that
you will evaluate the factors outlined in your re vised risk factor disclosure in concluding
on the effectiveness of disclosure controls and procedures under Item 307 of Regulation
S-K and internal control over financial report ing under Item 308 of Regulation S-K in the
future.

Jinghe Zhang
Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
April 13, 2011 Page 3

Executive Compensation, page 67

10. We note your response to comment 42 of our  letter dated November 5, 2010, and we
reissue it.  Please revise to clarify that th e compensation figures and discussion includes
all compensation, including any from Junhe  Consulting and/or Dynamic Elite.  In
addition, there should only be one summary co mpensation table providing the disclosure
required by Item 402(n) of Regulation S-K.

Market Price of and Dividends on the Regist rants Common Equity and Related Stockholder
Matters, page 76
 11. We reissue comment 48 of our letter dated November 5, 2010.  Please provide the market
price information required by Item 201(a)(1)(iii) of Regulation S-K.  Although thinly
traded, we note that the stock has been quoted on the OTC Bulletin Board under the stock
symbol GVTI.
Dynamic Elite International Limited Consolidated Financial Statements

General
 12. Please amend your Form 8-K to include updated interim financial statements of Dynamic
Elite International Limite d for the nine months ended September 30, 2010 and 2009.
Refer to Exchange Act Rules 13a-1 and 13a-13.

Exhibits

 13. We note your responses to comments 10 a nd 17 of our letter dated November 5, 2010,
and comments 17 and 22 of our letter date d January 28, 2011 in which you indicate you
will file various documents as exhibits to your amended Form 8-K/A.  Please file these
documents, as we are unable to clear these comments unless we are able to review these
exhibits.  Please also note that we may ha ve additional substantive comments regarding
the disclosure in the Form 8-K once we review these exhibits.
 14. We note your response to comment 22 of our le tter dated January 28, 2011 that the other
exhibit 10.13, the agreements are complete.  Pl ease clarify whether these are forms of the
agreement or whether these are the execute d agreement.  If these are the executed
agreement, we note that exhibits 10.11, 10.12 and 10.13 are also missing the quantity and
amount, and therefore the exhibits  should be filed in their enti rety.  If these are forms of
the agreement, please advise and explain why the executed agreements are not filed.

Jinghe Zhang
Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
April 13, 2011 Page 4

You may contact Ethan Horow itz at (202) 551-3311 or Ange la Halac at (202) 551-3398
if you have questions regarding comments on the financial statements and related matters.
Please contact Edwin Kim at (202) 551-3297 or Pamela Howell, Special Counsel, at (202) 551-
3357 with any other questions.

 Sincerely,
  /s/ Pamela Howell  for
John Reynolds Assistant Director

CORRESP
1
filename1.htm

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 7, 2010

 File: 333-108715

 Dear Mr. Reynolds:

This letter responds to certain comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) contained in the letter from the Staff to Joway Health Industries Group Inc. (formerly G2 Ventures, Inc.) (the “Company”) dated January 28, 2011.

For your convenience, we have included each of the Staff’s comments in italics before each of the Company’s responses.
References in this letter to “we,” “our” or “us” mean the Company or its advisors, as the context may require.

General

 Staff Comment 1.
Given the large number of outstanding comments, please file an amended Form 8-K to address the comments below in addition to the revisions provided in your supplemental response dated December 23, 2010, as opposed to providing
supplemental draft disclosure in a response letter. Please note that we may have additional comments to proposed changes in your response letter, depending upon the actual changes made in the amended Form 8-K.

Response: We have included with our responses to the SEC’s comments a Current Report on Form 8-K/A (the “Amended
8-K”) which addresses the comments set forth below as well as the SEC’s comments included in its letter dated November 5, 2010.

 Staff Comment 2. We note you have responded that you will revise your Form 8-K to address many of our comments, but you do not provide specific draft disclosure. We are unable to
determine whether your prospective changes address our concerns. We reissue comments 10, 13, 17, 21, 37-42, 44-46, 48 and 50 of our letter dated November 5, 2010.

 Response: See our response to Staff Comment 1.

 Entry into a Material Definitive
Agreement, page 5

Table of Contents

 John Reynolds

 Assistant Director

 United States Securities and Exchange Commission

Division of Corporation Finance

 February 28,
2011

 Page
2
 of 10

 Staff Comment 3. We note your response to comment four of our letter dated
November 5, 2010, and we reissue it. Mr. Zhang Jinghe owns 99% of the Joway Group and held a controlling interest prior to the creation of Junhe Consulting and Dynamic Elite. Please revise your current report to clarify the consideration
Mr. Xhang Jinghe received in order to enter into the VIE agreements which transferred the economic benefits and control of the Joway Group to Crystal Globe and its subsidiaries. Also, please revise to clarify the circumstances or agreements
that led Mr. Zhang Jinghe to become the executive director of Junhe Consulting. Clarify who controlled Crystal Globe when it owned Dynamic Elite, and to the extent that Mr. Zhang Jinghe retains any beneficial ownership of the shares of
Crystal Globe, please revise accordingly. To the extent that there are any agreements, written or otherwise, regarding the ownership or control of Crystal Globe, please disclose and file as exhibits.

Response: We have included in the Amended 8-K additional disclosure to clarify the consideration the shareholders of the Joway
Group received for entering into the VIE Agreements. In addition, we have included additional disclosure to clarify how Mr. Zhang Jinghe became the executive director of Junhe Consulting. The Amended 8-K also clarifies who controlled Crystal
Globe when it owned Dynamic Elite, and whether Mr. Zhang Jinghe retains any beneficial ownership of the shares of Crystal Globe.

Staff Comment 4. We note your response to comment five of our letter dated November 5, 2010, and we reissue it. Please
incorporate your response in your amended Form 8-k/A as to the estimated option price. Also, please clarify whether Mr. Zhange Jinghe, as the executive director of Junhe Consulting, has sole discretion in exercising the option.

Response: We have included in the Amended 8-K additional disclosure to provide the estimated price of the Call Option and
whether Mr. Zhange Jinghe has sole discretion to exercise the Call Option. We will also file a copy of the Call Option as an exhibit to the Amended 8-K.

 Staff Comment 5. We partially reissue comment six of our letter dated November 5, 2010. Please disclose any relationships, connections or agreements between Crystal Globe and
Zhang Jinghe.

 Response: We have included in the Amended 8-K additional disclosure of all relationships,
connections or agreements between Crystal Globe and Zhang Jinghe.

 Corporate Structure and History, page 6

Staff Comment 6. We reissue comment eight of our letter dated November 5, 2010. Please revise to disclose the material terms
of the July 25, 2020 and July 28, 2010 share acquisition agreements with Chen Jingyum and Wang Aiying to sell their shares to the Joway Group.

 Response: We have included in the Amended 8-K additional disclosure of the material terms of the July 25, 2020 and July 28, 2010 share acquisition agreements with Chen Jingyun and Wang
Aiying and we will file copies of the share acquisition agreements as exhibits to the Amended 8-K.

Table of Contents

 John Reynolds

 Assistant Director

 United States Securities and Exchange Commission

Division of Corporation Finance

 February 28,
2011

 Page
3
 of 10

 Staff Comment 7. We note your response to comment 11 of our letter dated
November 5, 2010, and we reissue it in part. Please revise to briefly describe the Law of the People’s Republic of China on Wholly Foreign-Owned Enterprises and explain why such local approval is needed under the regulation.

 Response: We have included in the Amended 8-K additional disclosure to briefly describe the Law of the
People’s Republic of China on Wholly Foreign-Owned Enterprises and explain why such local approval is needed under the regulations.

Description of Business, page 9

Staff Comment 8. We note your response to comments 12 and 15 of our letter dated November 5, 2010 and we reissue them. We
have reviewed your documents that you submitted and are unable to locate any references that “tourmaline is believed to have the advantage of improving human body circulation, relieving stress, increasing mental alertness and strengthening the
immune system function.” Please provide us supplementally with a table clearly providing each factual or statistical statement from the Form 8-K and the specific location in the course cited for that statement or remove such disclosure. To the
extent that you cite to information regarding tourmaline gemstone, please provide the basis for believing this information also applies to liquid tourmaline or provide a citation to support your believe that liquid tourmaline provides the same
function and benefits as tourmaline gemstone.

 Response: We will provide you supplementally with a table that
provides each factual or statistical statement from the Form 8-K and the specific location in the course cited for that statement, including the basis for believing this information also applies to liquid tourmaline.

Staff Comment 9. We note your response to comment 14 of our letter dated November 5, 2010, and we reissue it. Please advise
us the identity of the supplier that used the “Joway Group” name on your website address http://en.joway.cn/page/html/index.php. Also, please revise to clarify the relationship between the firms, its use of the Joway Group name in
other situations, and whether there is any confusion as to the two entities. To the extent that you used this website, please explain, as the information on the website appeared to be that of a supplier.

Response: We reiterate that the website cited in your comment was owned by the Joway Group and no supplier used the Joway Group
name. In the Company’s former website, information was included with respect to Joway Group and its subsidiaries. In addition, the website also included information of Shengyang Joway, a related party company from whom the Company licenses
certain trademarks and from whom the Company purchased inventory. The transactions with Shengyang are disclosed as related party transactions in the Amended 8-K. The website has been shut down while it undergoes reconstruction.

Staff Comment 10. Please incorporate your response to comment 22 of our letter dated November 5, 2010 in your amended
report.

 Response: We have incorporated our response to comment 22 of the SEC’s letter dated
November 5, 2010 in the Amended 8-K.

 Staff Comment 11. We note your response to comment 23 of our letter
dated November 5, 2010, and we reissue it. Please revise to provide a more thorough explanation how the environmental laws that are listed in your response apply to the Company and explain why your environmental compliance costs are minimal.
For instance, you do not explain if the manufacturer of tourmaline related products does not result in waste pollution, or if you are exempt from such environmental laws, etc.

Table of Contents

 John Reynolds

 Assistant Director

 United States Securities and Exchange Commission

Division of Corporation Finance

 February 28,
2011

 Page
4
 of 10

 Response: We have included in the Amended 8-K additional disclosure to provide
a more thorough explanation how the environmental laws that are listed in our response apply to the Company and why our environmental compliance costs are minimal.

 Staff Comment 12. We note your VIE agreements involve the Joway Group and Junhe Consulting. Please explain whether these VIE agreements have been approved by the appropriate
regulatory authorities. We note your proposed revisions in Exhibit A only refer to the approval of the foreign ownership of Junghe Consulting by Dynamic Elite.

 Response: We have included in the Amended 8-K additional disclosure to explain that no regulatory approval of the VIE Agreements is necessary.

Risk Factors, page 29

Staff Comment 13. We note from your response to our prior comments 24 through 29 that your financial statements are prepared in
accordance with Chinese GAAP and your CFO is responsible for reviewing the adjustments made to the financial statements to convert them to U.S. GAAP. In addition, you state that your CFO’s U.S. GAAP experience was obtained from working for a
U.S. listed company. Please provide us with a detailed discussion of the relevant education and ongoing training your CFO has had related to U.S. GAAP.

 Response: Our Chief Financial Officer has taken courses on U.S. GAAP accounting as part of his university education.

 Staff Comment 14. We note from your response in our prior comments 24 through 29 that your CFO is responsible for reviewing the adjustments made to the financial statements to
convert them to U.S. GAAP. Please tell us the following as it relates to the individuals who are actually preparing the U.S. GAAP financial statements:

a)
what role he or she takes in preparing your financial statements and evaluating the effectiveness of your internal control;

b)
what relevant education and ongoing training he or she has had relating to U.S. GAAP;

c)
the nature of his or her contractual or other relationship to you;

d)
whether he or she holds and maintains any professional designations such as Certified Public Accountant (U.S.) or Certified Management Accountant; and

e)
about his or her professional experience, including experience in preparing and/or auditing financial statements prepared in accordance with U.S. GAAP and evaluating
effectiveness of internal control over financial reporting.

 Response: Our Financial Manager, who is an employee
of the Company, prepares our financial statements, while our Chief Financial Officer is responsible for evaluating the effectiveness of our internal controls. Our Financial Manager has taken courses on U.S. GAAP accounting as part of

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 John Reynolds

 Assistant Director

 United States Securities and Exchange Commission

Division of Corporation Finance

 February 28,
2011

 Page
5
 of 10

her university education but does not hold any professional designations. In addition, from December 2007 to September 2009, she was employed in the financial department of Tiens Biotech, Inc.,
where she was responsible for preparing the company’s financial statements including making adjustments to convert the financial statements into U.S. GAAP.

 Staff Comment 15. Based on your responses to our prior comments 24 through 29 regarding the preparation of your financial statements and management’s assessment of your
internal control over financial reporting, please revise your risk factors that describe those factors that impact your ability to prepare financial statements and maintain your books and records in U.S. GAAP. These factors would include the fact
that your books and records are maintained and prepared in PRC GAAP and the employees who have primary responsibilities of preparing and supervising the preparation of the financial statements under U.S. GAAP do not have knowledge of and
professional experience with U.S. GAAP and SEC rules and regulations. In addition, please confirm to us that you will evaluate these factors in the future in concluding on the effectiveness of disclosure controls and procedures under Item 307
of Regulation S-K and internal control over financial reporting under Item 308 of Regulation S-K, as applicable.

Response: We have revised our risk factors in the Amended 8-K to describe those factors that impact our ability to prepare
financial statements and maintain our books and records in U.S. GAAP.

 Management’s Discussion and Analysis and Plan of Operation,
page 42

 Staff Comment 16. We reissue comment 30 of our letter dated November 5, 2010. The Management’s
Discussion and Analysis section is one of the most critical aspects of your disclosure. As such, we request that you revise this section to provide a more detailed executive overview to discuss the events, trends, and uncertainties that management
views as most critical to your future revenues, financial position, liquidity, plan of operations, and results of operations, to the extent known and foreseeable. To assist you in this regard, please refer to the Commission Guidance Regarding
Management’s Discussion and Analysis of Financial Condition and Results of Operations. Release Nos. 33-8350 (December 19, 2003) at http://www.sec.gov/rules/interp/33-8350.htm. This guidance is intended to elicit more meaningful disclosure in
MD&A in a number of areas, including the overall presentation and focus of MD&A, with general emphasis on the discussion and analysis of known trends, demands, commitments, events and uncertainties, and specific guidance on disclosures about
liquidity, capital resources, and critical accounting.

 Response: We have revised our disclosure in the
Executive Overview of the Management’s Discussion and Analysis section of the Amended 8-K to add more detail regarding future trends, events and uncertainties that are critical to the Company’s future revenues, financial position,
liquidity and results of operations.

 Liquidity and Capital Resources, page 46

Staff Comment 17. We note your response to comment 36 of our letter dated November 5, 2010, and we reissue it. It appears
that the CITIC trust investment relates to the periods covered by your financial statements and management’s discussion and analysis included with your Form 10-K. Thus, please

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 John Reynolds

 Assistant Director

 United States Securities and Exchange Commission

Division of Corporation Finance

 February 28,
2011

 Page
6
 of 10

provide a more detailed description of the investment trust product and file it as an exhibit, or provide us with an analysis why such disclosure is not necess

CORRESP
1
filename1.htm

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 October 7, 2010

File: 333-108715

 Dear Mr. Reynolds:

 On January 28, 2011, G2 Ventures, Inc. received a letter from the Staff of the Securities and Exchange Commission (the
“Commission”) dated January 28, 2011 relating to the Company’s Current Report on Form 8-K filed on October 7, 2010 (the “Comment Letter”). The SEC has requested that the Company respond to the Comment Letter no
later than February 11, 2011.

 All of the Company’s operations and personnel are located in
China and all of the Company’s employees involved in gathering the information necessary to enable the Company to respond to the Comment Letter are on vacation for the Chinese New Year holidays until February 8, 2011. As a result, the
Company is hereby requesting an additional ten business days to respond to the Comment Letter, which will extend the due date of the Company’s response to the Comment Letter to February 28, 2011.

We appreciate your consideration of our request. Comments or questions regarding this letter may be directed to the undersigned or
Alisande M. Rozynko of The Crone Law Group, at (415) 955-8900.

Sincerely,

 /s/ Yuan Huang

Yuan Huang

Chief Financial Officer

cc:

Alisande M. Rozynko

The Crone Law Group

January 28, 2011
 Jinghe Zhang, Chief Executive Officer Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
16th Floor, Tianjin Global Zh iye Square, 309 Nanjing Road,
Nankai District, Tianjin, PRC

Re: G2 Ventures, Inc.
Form 8-K
  Filed on October 7, 2010   File: 333-108715

Dear Mr. Zhang:
We have reviewed your responses and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

General

1. Given the large number of outstanding comments, please file an amended Form 8-K to
address the comments below in addition to th e revisions provided in your supplemental
response dated December 23, 2010, as opposed to providing supplemental draft disclosure is a response letter.   Please note that we may have additional comments to
proposed changes in your res ponse letter, depending upon the act ual changes made in the
amended Form 8-K.
2. We note that you have responded that you will revise your Form 8-K to address many of
our comments, but you do not provide specifi c draft disclosure.  We are unable to
determine whether your prospective change s address our concerns.  We reissue
comments 10, 13, 17, 21, 37-42, 44-46, 48, and 50 of our letter dated November 5, 2010.

Jinghe Zhang
Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
January 28, 2011 Page 2

Entry into a Material Definitive Agreement, page 5
3. We note your response to comment four of our letter dated November 5, 2010, and we
reissue it.  Mr. Zhang Jinghe owns 99% of  the Joway Group and held a controlling
interest prior to the creation of Junhe Consu lting and Dynamic Elite.  Please revise your
current report to clarify the consideration Mr . Zhang Jinghe received in  order to enter into
the VIE agreements which transferred the ec onomic benefits and control of the Joway
Group to Crystal Globe and its subsidiaries .  Also, please revise to clarify the
circumstances or agreements that led Mr. Zh ang Jinghe to become the executive director
of Junhe Consulting.  Clarify who controlled Crystal Globe when it owned Dynamic Elite, and to the extent that Mr. Zhang Jinghe  retains any beneficial ownership of the
shares of Crystal Globe, please revise acco rdingly. To the extent that there are any
agreements, written or otherwise, regarding the ownership or cont rol of Crystal Globe,
please disclose and file as exhibits.
4. We note your response to comment five of our letter dated November 5, 2010, and we
reissue it.  Please incorporat e your response in your ame nded Form 8-K/A as to the
estimated option price.  Also, please clarif y whether Mr. Zhang Jinghe, as the executive
director of Junhe Consulting, has sole discretion in exercising the option.
5. We partially reissue comment six of our letter dated Nove mber 5, 2010.  Please disclose
any relationships, connections or agreements  between Crystal Globe and Zhang Jinghe.
Corporate Structure and History, page 6

6. We reissue comment eight of our letter da ted November 5, 2010.  Please revise to
disclose the material terms of the Ju ly 25, 2010 and July 28, 2010 share acquisition
agreements with Chen Jingyum and Wang Aiying to sell their shares to the Joway Group.
7. We note your response to comment 11 of our  letter dated November 5, 2010, and we
reissue it in part.  Please re vise to briefly describe the Law of the People’s Republic of
China on Wholly Foreign-Owned Enterprises and explain why such local approval is
needed under the regulation.

Description of Business, page 9
8. We note your response to comments 12 and 15 of our letter dated November 5, 2010, and
we reissue them.  We have reviewed your documents that you submitted and are unable to locate any references that “tourmaline is  believed to have th e advantage of improving
human body circulation, relievi ng stress, increasing mental alertness and strengthening
the immune system function.”  Please provi de us supplementally with a table clearly
providing each factual or st atistical statement from the Form 8-K and the specific
location in the source cited for that statement or remove such disclosure.  To the extent

Jinghe Zhang
Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
January 28, 2011 Page 3

 that you cite to information regarding tour maline gemstone, please provide the basis for
believing this information also applies to liquid tourmaline or pr ovide a citation to
support your belief that liquid tourmaline provi des the same function and benefits as
tourmaline gemstone.
9. We note your response to comment 14 of our  letter dated November 5, 2010, and we
reissue it.  Please advise us th e identity of the supplier that  used the “Joway Group” name
on your website address http://en.joway.cn/page/html/index.php .  Also, please revise to
clarify the relationship between the firms, its use of the Joway group name in other
situations, and whether there is any confusion as to the two en tities.  To the extent that
you used this website, please explain, as the information on the website appeared to be
that of a supplier.
10. Please incorporate your response to comment 22 of our letter dated November 5, 2010 in
your amended report.
11. We note your response to comment 23 of our  letter dated November 5, 2010, and we
reissue it.  Please revise to  provide a more thorough expl anation how the environmental
laws that are listed in your response a pply to the Company and explain why your
environmental compliance costs are minimal.   For instance, you do not explain if the
manufacturer of tourmaline related products do not result in waste po llution, or if you are
exempt from such environmental laws, etc.
12. We note your VIE agreements involve the Joway Group and Junhe Consulting.  Please
explain whether these VIE agreements have be en approved by the appropriate regulatory
authorities.  We note your propos ed revisions in Exhibit A on ly refer to the approval of
the foreign ownership of Junghe Consulting by Dynamic Elite.
Risk Factors, page 29
13. We note from your response to our prior comments 24 through 29 that your financial
statements are prepared in accordance with Chinese GAAP and your CFO is responsible
for reviewing the adjust ments made to the financial statem ents to convert them to U.S.
GAAP.  In addition, you state that your CFO’ s U.S. GAAP experience was obtained from
working for a U.S. listed company.  Please prov ide us with a detailed discussion of the
relevant education  and ongoing training your CFO has had related to U.S. GAAP.
14. We note from your response to our prio r comments 24 through 29 that your CFO is
responsible for reviewing the adjustments made to the fina ncial statements to convert
them to U.S. GAAP.  Please tell us the follo wing as it relates to th e individuals who are
actually preparing  the U.S. GAAP financial statements:
a)  what role he or she takes in preparin g your financial statements and evaluating the
effectiveness of your internal control;
b)  what relevant education and ongoing tr aining he or she has had relating to U.S.

Jinghe Zhang
Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
January 28, 2011 Page 4

 GAAP;
c)  the nature of his or her contractual or ot her relationship to you;
d)  whether he or she holds and mainta ins any professional designations such as
Certified Public Accountant  (U.S.) or Certified Ma nagement Accountant; and
e)  about his or her profe ssional experience, including expe rience in preparing and/or
auditing financial statements prepared  in accordance with U.S. GAAP and
evaluating effectiveness of internal control over financial reporting.
15. Based on your responses to our prior comment s 24 through 29 regard ing the preparation
of your financial statements and management’s  assessment of your internal control over
financial reporting, please revise  your risk factors that descri be those factors that impact
your ability to prepare financial statements and maintain your books and records in U.S.
GAAP.  These factors would include the fact  that your books and r ecords are maintained
and prepared in PRC GAAP and the employees  who have primary responsibilities of
preparing and supervising the preparation of the financial statements under U.S. GAAP
do not have knowledge of and professional e xperience with U.S. GAAP and SEC rules
and regulations.  In addition, pl ease confirm to us that you w ill evaluate these factors in
the future in concluding on the effectiveness of disclosure co ntrols and procedures under
Item 307 of Regulation S-K and internal cont rol over financial repo rting under Item 308
of Regulation S-K, as applicable.

Management’s Discussion and Analysis  and Plan of Operation, page 42
16. We reissue comment 30 of our letter da ted November 5, 2010.  The Management’s
Discussion and Analysis section is one of the most critical aspects of  your disclosure.  As
such, we request that you revise this sec tion to provide a more detailed executive
overview to discuss the events, trends, and un certainties that management views as most
critical to your future revenues, financia l position, liquidity, plan of operations, and
results of operations, to the extent known and foreseeable.  To assist you in this regard,
please refer to the Commission Guidance Regarding Management’s Discussion and
Analysis of Financial Condition and Resu lts of Operations, Release Nos. 33-8350
(December 19, 2003) at http://www.sec.gov/rules /interp/33-8350.htm.  This guidance is
intended to elicit more meaningful disclosure  in MD&A in a number  of areas, including
the overall presentation and focus of MD&A, with general emphasis on the discussion
and analysis of known trends, demands, co mmitments, events and uncertainties, and
specific guidance on disclosures about liqui dity, capital resources, and critical
accounting.

Liquidity and Capital Resources, page 46
17. We note your response to comment 36 of our  letter dated November 5, 2010, and we
reissue it.  It appears that the CITIC trust investment relates to the periods covered by
your financial statements and management’s di scussion and analysis included with your

Jinghe Zhang
Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
January 28, 2011 Page 5

 Form 8-K.  Thus, please provide a more deta iled description of the investment trust
product and file it as an exhibit,  or provide us with an analys is why such disclosure is not
necessary.
Executive Compensation, page 59
18. We note your response to comment 43 of our  letter dated November 5, 2010, and we
reissue the comment.  Please revise to cl arify whether the Comp any had any intention
existed, at the time of the reverse merger transaction, to implement a “comprehensive
compensation program” and provide a more detail ed description of such plans.  If the
Company did not design a prospective compen sation plan with such details, as opposed
to implementing such a plan, please clearly revise your disclosure accordingly.  Based on
your response, it is unclear wh ether such a plan existed a nd was abandoned, or whether a
prospective compensation plan never existed.

Certain Relationships and Re lated transactions, page 62
 19. We reissue comment 44 of our letter da ted November 5, 2010.  Please provide the
disclosure required by Item 404 of Regulation S-K regarding th e VIE agreements in this
section, as opposed to  a cross-reference.
 Unregistered Sales of Equity Securities, page 68

 20. We note your response to comment 52 of our  letter dated November 5, 2010, and we
reissue it in part.  Please re vise to provide the facts that  were relied upon to make an
exemption under Regulation S available for your sa le of unregistered securities to Crystal
Globe.
Consolidated Financial Statements

Notes to Consolidated Financial Statements
Note 1 – Organization, page F-6
21. We note your response to our prior comment  55 which indicates that the financial
operations of Tianjin Joway Shengshi Group Co., Ltd. (“Tinjian”) were included for all
periods presented in Dynamic Elite’s financial statements because the transaction in which Dynamic Elite obtained control of Tianjin  was accounted for as a reorganization of
entities under common control.  However, your  response to our prior comment 56 states
the operations of Tianjin were consolid ated by contract unde r FASB ASC 810-10-15.
Please respond to the following:
• If you believe the operations of Tianjin are included in the financial statements of
Dynamic as a result of a reorganization of entities under common control, please

Jinghe Zhang
Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.)
January 28, 2011 Page 6

 provide a detailed discussion of the relati onship between these entities before and
after you obtained control, including the level of ownershi p of the parties
involved in the transaction.
• If you believe the operations of Tianjin are included in the financial statements of
Dynamic Elite as a result of  consolidation by contract then please tell us how your
evaluation of this guidance supports your accounting treatment (i.e., the presentation of consolidated historical financial statemen ts) for the period prior to
the date on which you entered into contra ctual agreements with Tianjin Junhe
Enterprise Management  Consulting Co., Ltd.
Exhibits

22. We note your response to comment 64 of our  letter dated November 5, 2010, and we
reissue it.  These exhibits do not appear to  be complete documents and appear to be
missing terms.  For example,  Exhibit 10.13 includes references to “Refer to List” in the
Quantity column.  Please advise us what list is  being referred to and whether it is part of
the sales contract as an attachment, exhibit, or  schedule.  If yes, please file the complete
document, as required by Item 601 of Regulation S-K.

You may contact Ethan Horow itz at (202) 551-3311 or Ange la Halac at (202) 551-3398
if you have questions regarding comments on the financial statements and related matters.
Please contact Edwin Kim at (202) 551-3297 or Pamela Howell, Special Counsel, at (202) 551-
3357 with any other questions.

 Sincerely,
  /s/ Pamela Howell  for
John Reynolds Assistant Director

CORRESP
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filename1.htm

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 comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter from the Staff to G2 Ventures, Inc. (the “Company”) dated
November 5, 2010.

 For your convenience, we have included each of the Staff’s comments in italics before each of the
Company’s responses. References in this letter to “we,” “our” or “us” mean the Company or its advisors, as the context may require.

 Entry into a Material Definitive Agreement, page 5

 Staff Comment 1.
We note your short descriptions of your VIE agreements on pages five and seven. Please revise to provide a description of all of the material terms of these agreements.

Response: The Company will file an amendment to its Current Report on Form 8-K (the “8-K Amendment”) to enhance
its disclosure to describe all of the material terms of the VIE Agreements. See Exhibit A for the text of the revised disclosure.

Staff Comment 2. We note your disclosure on page six that you entered into the VIE arrangements because “it was not feasible
for us to acquire PRC companies for cash pursuant to PRC laws and regulations. . .” Please revise the appropriate places in the current report to clearly describe the regulatory regime that made it more feasible for the Company to use the VIE
arrangements instead of cash.

 Response: The 8-K Amendment will enhance the Company’s disclosure to
describe the regulatory regime that made it more feasible for the Company to use the VIE arrangements. See Exhibit A for the text of the revised disclosure.

 Staff Comment 3. The disclosure on page 5 indicates that the Consulting Services Agreement provides Junhe Consulting with the right to “advise, consult, manage and operate
Joway Group.” However, exhibit 10.2 states that Junhe Consulting will provide advice and assistance. Please reconcile the disclosure.

 John Reynolds

 Assistant Director

 Securities and Exchange Commission

December     , 2010

Page
 2

 Response: The 8-K Amendment will reconcile the disclosure to the terms of
Exhibit 10.2. See our response to Staff Comment 1 above.

 Staff Comment 4. Please provide a discussion of the
consideration provided to the shareholders of Joway Group for entering into the VIE agreements. In addition, we note that Zhang Jinghe signed these agreements for both parties to the transaction. Please disclose whether Joway Group and Junhe
Consulting were under common control at the time these agreements were entered into. Please also provide a more detailed discussion of the reasons for these agreements. We also note that Zhang Jinghe signed the Share Exchange Agreement on behalf of
G2 Ventures. Please explain his relationship with G2 Ventures and/or Crystal Globe at or prior to entering into these agreements.

 Response: The 8-K Amendment will enhance the Company’s disclosure to include a discussion of the consideration provided to the shareholders of Joway Group and to clarify Zhang
Jinghe’s relationship with G2 Ventures and Crystal Globe at or prior to entering into these agreements. See Exhibit A for the text of the revised disclosure.

 Staff Comment 5. Please disclose the material terms of the option agreement. We note that the purchase price of the equity interest is equal to the capital paid in by the
transferors. Please clarify the amount of capital paid by the shareholders of the Joway Group.

 Response:
The 8-K Amendment will disclose the material terms of the option agreement. See our response to Staff Comment 1 above. The amount of paid-in capital of Joway Group is RMB 50 million (approximately USD $7.52 million). See Exhibit A
for the text of the revised disclosure.

 Staff Comment 6. Please clarify the role of Lionel Even Liu
and Crystal Globe Ltd. For example, please clarify whether Mr. Liu and/or Crystal Globe Ltd. were involved with the founding, operation or ownership of the Joway Group or any of its operating subsidiaries, directly or indirectly. Also, please
clarify whether Mr. Liu has any role other than as an investor. Lastly, please disclose any relationships, connections or agreements between Crystal Globe and Zhang Jinghe.

Response: The disclosure under the heading Corporate Structure and History shall be revised to clarify Mr. Liu’s
and Crystal Globe’s relationship to the Joway Group and its subsidiaries. See Exhibit A for the text of the revised disclosure.

Corporate Structure and History, page 6

Staff Comment 7. Please provide a clear discussion of the various transactions in your corporate history, including a discussion
of the relationships between the entities at the time of the transactions.

 Response: See our response to
Staff Comment 6 above.

 Staff Comment 8. Please revise to disclose the July 9, 2010, July 25, 2010, and
July 28, 2010 transactions where the Joway Group purchased minority interests of Joway Decoration, Joway Technology, and Shengtang Trading from Chen Jingyun and Wang Aiying, as described on pages F-6 and

 John Reynolds

 Assistant Director

 Securities and Exchange Commission

December     , 2010

Page
 3

F-7 of your fiscal year end financial statements. Also, please clarify the role of Chen Jingyum and Wang Aiying as to the Company or its subsidiaries. We note that you lease property from
Mr. Aiying according to Exhibit 10.9. Further, please file the agreements related to these stock purchases as exhibits, pursuant to Item 601 of Regulation S-K.

 Response: We will file the agreements pursuant to which the Joway Group acquired the minority interests of Joway Decoration, Joway Technology, and Shengtang Trading. Jingyun Chen is General
Manager and Executive Director of Joway Technology and Joway Decoration. Aiying Wang currently is not in any significant role in the Company nor its subsidiaries, but a staff member of Shengtang Trading.

Staff Comment 9. Please provide the basis for your belief on page seven that the terms of the VIE Agreements are no less
favorable than what could be obtained from third parties or remove. It appears that these transactions were all related party transactions.

 Response: As these transactions were related-party transactions, the Company will remove the statement that the terms of the VIE Agreements are no less favorable than what could be obtained
from third parties.

 Staff Comment 10. We note the statement that PRC counsel believes that your conduct of business
through these agreements complies with existing PRC laws, rules and regulations. Please provide the consent of counsel for this statement. Also, clarify whether counsel provided you with an opinion. If so, please file as an exhibit.

Response: The Company’s PRC counsel issued an opinion dated October 1, 2010 that opines, among other things, that
the consummation of the contractual arrangements set forth in the VIE Agreements will not violate any provision of applicable PRC Law. A copy of the legal opinion will be filed as an exhibit to the 8-K Amendment, together with the consent of
counsel.

 Staff Comment 11. We note the disclosure on page eight that you received a certificate of approval on
September 9, 2010 from the local PRC government regarding the foreign ownership of Junhe Consulting by Dynamic Elite. Please disclose the regulations under which such approval was obtained.

Response: The certificate of approval did not cite the specific regulations under which such approval
was granted, however, we believe such approval was granted pursuant to the Law of the People’s Republic of China on Wholly Foreign-Owned Enterprises (adopted April 12, 1986 at the 4th Sess. of the 6th National People’s Congress and as amended on October 31, 2000). We will cite this regulation in the 8-K
Amendment.

 Description of Business, page 9

 Staff Comment 12. Please provide us supplementally with copies of the sources cited throughout the business section, including the Niwa Institute for Immunology study referred to
on page nine. In addition, we note that the courses cited discuss the tourmaline gemstone; however, we note that you purchase liquid tourmaline for use in your product. Please clarify whether there are any studies relating to the benefits of liquid
tourmaline.

 John Reynolds

 Assistant Director

 Securities and Exchange Commission

December     , 2010

Page
 4

 Response: We will provide the SEC supplementally with copies of sources
cited for the benefits of tourmaline.

 Staff Comment 13. Please clarify whether you have a website. If so, please
provide the web address.

 Response: The Company is in the process of constructing a new company website, and
we will provide that in SEC filings when it is completed.

 Staff Comment 14. In addition, we note that one of your
principal suppliers has a website where it refers to itself as Joway Group. See, http://en.joway.cn/page/html/index.php. Please disclose all material connections between the two companies and discuss any confusion that may be created due to
both companies using the name “Joway Group.”

 Response: This URL belongs to the Company and used
to be the Company’s website. However, it has been abandoned since the Company is currently constructing a new Company website. See Answer to Staff Comment 13 above.

 Staff Comment 15. We note your disclosure on page 9 regarding the specific benefits of tourmaline and that tourmaline has “powerful health benefits.” Please revise to
provide the basis for these statements. For example, please indicate whether any scientific studies have been performed concerning the health benefits of tourmaline or would otherwise support these health claims. We note other claims made elsewhere
in this section. Please provide the basis for those statements. We may have further comment.

 Response: See
our response to Staff Comment 12 above.

 Staff Comment 16. We note the Percentage of Sales column for your “Top
Ten Customers in 2008” table on page 13. Some of the percentages do not appear to be accurate. Please revise accordingly.

 Response: We have revised our disclosure in the 8-K amendment to correct this table. A copy of our revised disclosure is set forth in Exhibit B.

Staff Comment 17. We note the disclosure on page 16 that approximately 72% of sales were made through franchise stores. Please
disclose that material terms of the franchise arrangements and file that standard franchise agreement as an exhibit.

Response: We will file the standard franchise agreement as an exhibit to the 8-K Amendment. In addition, we will revise our
disclosure in the 8-K Amendment to disclose the material terms of our franchise agreements as follows:

 The Company enters
into franchising agreements to develop retail outlets for the Company's products. The agreements provide that franchisees will sell Company products exclusively. In exchange the Company provides them with geographic exclusivity, discounted product,
training and support. The agreements also require franchisees to adhere to certain standards of product merchandising, promotion and presentment. The agreements also require franchisees to charge certain minimum sales prices, and prohibit them from
selling competitor’s products. The agreements do not require any initial franchise fees from the franchisees, nor do they require the franchisees to pay continuing royalties. The agreements do

 John Reynolds

 Assistant Director

 Securities and Exchange Commission

December     , 2010

Page
 5

not require the franchisees to purchase any minimum levels of product, but do require that they make at least one purchase during each year. The Company does not act to manage the
franchisees’ levels of product. Franchisees hold periodic conferences, assisted by the Company’s marketing department, to promote product awareness and the introduction of new products. The franchising agreements are generally for terms of
three years and are renewable at the mutual agreement of both parties. The franchising agreements are cancelable at the Company’s discretion if franchisees violate the terms of the agreements.

Staff Comment 18. We note your discussion regarding China’s “Eleventh Five-Year Plan (2006-2010)” concerning
China’s efforts to support the PRC healthcare industry. Please clarify the relevance of this disclosure, including whether any of these initiatives would involve the purchasing or subsidizing the use of tourmaline healthcare products. It is
unclear whether your products are used, endorsed, or supported by the traditional healthcare industry, such as hospitals, medical doctors, research centers, etc. If not, then please remove this disclosure or revise to provide a more focused
discussion of the industry relating to your health products.

 Response: We will revise our disclosure in the
8-K Amendment to remove this discussion.

 Staff Comment 19. Please clarify whether your marketing efforts, and those
of your franchisees, are directed directly towards the end user, or intermediaries like healthcare professionals like doctors, hospitals, or other healthcare facilities.

 Response: We will revise our disclosure in the 8-K Amendment to clarify the focus of our marketing efforts as follows:

Our primary marketing strategies are directed towards both our franchisees and end users, and the marketing efforts of our franchisees
are directed towards end users. The Company assists franchisees on monthly product introduction seminars, which are open to both our franchisees and to the general public. We also host an annual conference, which is open to both our franchisees and
to the general public. For example, in 2009, in connection with our annual conference we sponsoredan episode of Our Chinese Heart, a well-known international original Chinese song concert series hosted by China Central Television, which was
broadcasted internationally.

 Staff Comment 20. Please provide the basis for your belief that you are one of the first
few Chinese tourmaline health product companies who possess leading tourmaline particle attachment technology or remove.

Response: We will revise our disclosure in the 8-K Amendment to remove this statement.

Staff Comment 21. Please clarify your competitive position in your industry, as required by Item 101(h)(4)(iv) of Regulation
S-K.

 Response: We will revise our disclosure in the 8-K Amendment to clarify the Company’s competitive
position in the industry.

 John Reynolds

 Assistant Director

 Securities and Exchange Commission

December     , 2010

Page
 6

 Staff Comment 22. Please revise to clarify how the State Food and Drug
Administration regulates tourmaline related healthcare products and whether any of your products require approval before you can sell your products. Provide the disclosure required by Items 101(h)(4)(viii) and (xi) of Regulation S-K.

 Response: The PRC State Food and Drug Administration is responsible for (i) regulating the research
and development, manufacturing, distribution and utilization of drugs; (ii) supervising and coordinating the safety management of food, health food and cosmetics; and (iii) investigating serious accidents with respect to the foregoing. The
products we manufacture are not regulated by the SFDA as they are not drugs, diet supplements or food consumed by humans. There are no existing laws or regulations in China governing the manufacture and sale of tourmaline health care products such
as those sold by the Company nor are there any inspection requirements applicable to our products.

 We act as a distributor
for two products—Xin-Nao-Ling Fish Oil Soft Gel and Zhi-Li-Bao Fish Oil Soft Gel, whic

CORRESP
1
filename1.htm

Correspondence

 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

 Dear Mr. Reynolds:

This letter responds to Comment No.65 of the Staff of the Securities and Exchange Commission (the “Commission”) contained in
the letter from the Staff to G2 Ventures, Inc. (the “Company”) dated November 5, 2010.

 For your convenience,
we have included the Staff’s comment in italics before the Company’s response. References in this letter to “we,” “our” or “us” mean the Company or its advisors, as the context may require.

Staff Comment 65. We note that your annual report does not have a chief accounting officer or controller signature. Please confirm
that in future annual reports you will provide a chief accounting officer or controller signature. If another officer also acts as your chief accounting officer or controller, please indicate so below their signature.

Response: We hereby confirm that in future annual reports we will provide a chief accounting officer or controller signature. If another
officer also acts as our chief accounting officer or controller, we will so indicate below their signature. Prior to the reverse acquisition consummated on October 1, 2010, the Company’s principal accounting officer was Gust C. Kepler. The
Company’s current principal accounting officer is the Company’s Chief Financial Officer, Yuan Huang.

 The Company
acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
filing; and the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Request for Additional Extension

 On November 10, 2010, the Commission
granted the Company’s request for an extension to respond to the Commission’s comment letter dated November 5, 2010. However, due to the number of the comments and complexity of the underlying issues, we feel the need to ask for
another extension for

 John Reynolds

 Securities and Exchange Commission

 December 3, 2010

 Page
 2

us to fully prepare our answers to the comments. Therefore, the Company is hereby requesting an additional twenty (20) business days to respond to the Staff’s comments, which extends
the due date of the Company’s response to December 31, 2010.

 Thank you for your consideration. Comments or
questions regarding this letter may be directed to the undersigned or Alisande M. Rozynko of The Crone Law Group, at (415) 955-8900, ext. 117.

Sincerely,

 /s/ Jinghe Zhang

Jinghe Zhang

Chief Executive Officer

 Enclosures

cc: Alisande M. Rozynko

      The Crone Law Group

CORRESP
1
filename1.htm

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. Reynolds:

On November 5, 2010, G2 Ventures, Inc. received a letter from the Staff of the Securities and Exchange Commission (the
“Commission”) dated November 5, 2010 (the “Letter”). Pursuant to the discussion that Alisande Rozynko of the Crone Law Group, outside counsel for the Company, had with Edwin Kim of the Staff on November 10, 2010, the
Company is hereby requesting an additional 10 business days to respond to the Letter which would extend the due date of the Company’s response to the Letter to December 3, 2010.

Since the information and documentation requested in the Letter are extensive and will require considerable time to collect and organize,
we are respectfully asking for additional time for the Company to prepare an adequate response.

 Comments or questions
regarding this letter may be directed to the undersigned or Alisande Rozynko of The Crone Law Group, at (415) 955-8900, ext. 117.

Sincerely,

 /s/ Jinghe Zhang

Jinghe Zhang

Chief Executive Officer

 Enclosures

cc:
Alisande M. Rozynko

 The Crone
Law Group

November  5, 2010

Jinghe Zhang , Chief Executive Officer
G2 Ventures, Inc.
16th Floor, Tianjin Global Zhiye Square, 309 Nanjing Road,
Nankai District, Tianjin, PRC

Re: G2 Ventures , Inc.
Form 8 -K
  Filed on October 7 , 2010
  File: 333-108715

Dear Mr.  Zhang :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why  in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Entry into a Material Definitive Agreement, page 5
1. We note your short descriptions of your  VIE agreements on pages five and seven.  Please
revise to provide a description of all of the material terms of these agreement s.
2. We note your disclosure on page six that you entered into the VIE arrangement s because
“it was not feasible for us to acquire PRC companies for cash pursuant to PRC laws and
regulations ….”  Please revise the appropriate places in the current report  to clearly
describe the regulatory regi me that made it more feasible for  the Company to use the VIE
arrangement s instead of c ash.
3. The disclosure on page 5 indicates that the Consulting Services Agreement provides
Junhe Consulting with the right to “advise, consult, manage and operate Joway Group.”
However, exhibit 10.2 states that Junhe Consulting will provide advice and assist ance.
Please reconcile the disclosure.

Jinghe Zhang
G2 Ventures, Inc.
November  5 , 2010
Page 2

 4. Please provide a discussion of the consideration provided to the shareholders of Joway
Group for entering into the VIE agreements.  In addition, we note that Zhang Jinghe
signed these agreements for both parties to t he transaction.  Please disclose whether
Joway Group and Junhe Consulting were under common control at the time these
agreements were entered into.  Please  also provide a more detailed discussion of the
reasons for these agreements.   We also note that Zhang Jin ghe signed the Share Exchange
Agreement on behalf of G2 Ventures.  Please explain his relationship with G2 Ventures
and/or Crystal Globe at or prior to entering into these agreements.
5. Please disclose the material terms of the option agreement.  We note tha t the purchase
price of the equity interest is equal to the capital paid in by the transferors.   Please clarify
the amount of capital paid by the  shareholders of the Joway Group.
6. Please clarify the role of Lionel Even Liu and Crystal Globe  Ltd.  For exam ple, please
clarify whether Mr. Liu and/or Crystal Globe  Ltd. were involved with the founding,
operation or ownership of the Joway Group or any of its operating subsidiaries , directly
or indirectly .  Also, please clarify whether Mr. Liu has any role other than as an investor.
Lastly, please disclose any relationships, connections or agreements between Crystal
Globe and Zhang Jinghe.
Corporate Structure and History, page 6
7. Please provide a clear discussion of the various transactions in your corporate hist ory,
including a discussion of the relationships between the entities at the time of the
transactions.
8. Please revise to disclose the July 9, 2010, July 25, 2010, and July 28, 2010 transactions
where the Joway Group purchased minority interests of Joway Dec oration, Joway
Technology , and Shengtang Trading from Chen Jingyum and Wang Aiying, as described
on pages F -6 and F -7 of your fiscal year end financial statements.  Also, please clarify the
role of Chen Jingyum and Wang Aiying as to the Company or its subs idiaries.  We note
that you lease property from Mr. Aiying according to Exhibit 10.9.  Further, please file
the agreements related to these stock purchases as exhibits, pursuant to Item 601 of
Regulation S -K.
9. Please provide the basis for your belief on pag e seven that the terms of the VIE
Agreements are no less favorable than what could be obtained from third parties or
remove.  It appears that these transactions were all related party transactions.
10. We note the statement that PRC counsel believes that your con duct of business through
these agreements complies with existing PRC laws, rules and regulations.  Please provide
the consent of counsel for this statement.  Also, clarify whether counsel provided you
with an opinion.  If so, please file as an exhibit.

Jinghe Zhang
G2 Ventures, Inc.
November  5 , 2010
Page 3

 11. We note the disclosure on page eight that you received a certificate of approval on
September 9, 2010 from the local PRC government regarding the foreign ownership of
Junhe Consulting by Dynamic Elite.  Please disclose the regulations under which such
approva l was obtained.

Description of Business, page 9
12. Please provide us supplementally with copies of the sources cited throughout the business
section, including the Niwa Institute for Immunology study referred to on page nine .  In
addition, we note that the s ources cited discuss the tourmaline gemstone; however, we
note that you purchase liquid tourmaline for use in your product.  Please clarify whether
there are any studies relating to the benefits of liquid tourmaline.
13. Please clarify whether you have a websi te.  If so, please provide the web address.
14. In addition, we note that one of your  principal supplier s has a website where it refers to
itself as Joway Group.  See, http://en.joway.cn/page/html/index.p hp.  Please disclose all
material connections between the two companies  and discuss any confusion that may be
created due to both companies using the name “Joway Group .”
15. We note your disclosure on page 9 regarding the specific benefits of tourmaline and that
tourmaline has “powerful health benefits.”  Please revise to provide the basis for these
statement s.  For example, please indicate whether any scientific studies have been
performed concerning the health benefits of tourmaline  or would otherwise suppor t these
health claims .  We note other claims made elsewhere in this section.  Please provide the
basis for those statements.  We may have further comment.
16. We note the Percentage of Sales column for your “Top Ten Customers in 2008” table on
page 13 .  Some  of the percentages do  not appear to be accurate.  Please revise
accordingly.
17. We note the disclosure on page 16 that approximately 72% of sales were made through
franchise stores.  Please disclose the material terms of the franchise arrangements and file
the standard franchise agreement as an exhibit.
18. We note your discussion regarding China’s “Eleventh Five -Year Plan (2006 -2010)”
concerning China’s efforts to support the PRC healthcare industry.  Please clarify the
relevance  of this disclosure, including wh ether any of these initiatives  would involve the
purchasing or subsidizing the use of tourmaline healthcare products.  It is unclear whether
your products are used, endorsed, or supported by the traditional healthcare industry,
such as hospitals, medical d octors, research centers, etc.  If not, then please remove this
disclosure  or revise to provide a more focused discussion of the industry relating to your
health products .

Jinghe Zhang
G2 Ventures, Inc.
November  5 , 2010
Page 4

 19. Please clarify whether your marketing efforts, and those of your franchisees, are di rected
directly towards the end user, or intermediaries like healthcare professionals like doctors,
hospitals, or other healthcare facilities.
20. Please provide the basis for your belief that you are one of the first few Chinese
tourmaline health product comp anies who possess leading tourmaline particle attachment
technology  or remove.
21. Please clarify your competitive position in your industry, as required by Item
101(h)(4)(iv) of Regulation S -K.
22. Please revise to clarify how the State Food and Drug Administrat ion regulates tourmaline
related healthcare products  and whether any of your products require approval before you
can sell your products .  Provide the disclosure required by Item s 101(h)(4)(viii) and (ix)
of Regulation S -K.
23. Please discuss the costs and effe cts of compliance with environmental laws, as required
by Item 101(h)(4)(xi) of Regulation S -K.
Risk Factors, page 29
We note th at you conduct substantially all of your operations outside of the United States.  In
order to enhance our understanding of how you prepare your financial statements and assess your
internal control over financial reporting, we ask that you provide us with  information that will
help us answer the following questions:
How do you maintain your books and records and prepare your financial statements?
24. If you maintain your books and records in accordance with U.S. GAAP, describe the
controls you maintain to ensure that the activities you conduct and the transactions you
consummate are recorded  in accordance with U.S. GAAP.
25. If you do not maintain your b ooks and records in accordance with U.S. GAAP, tell us
what basis of accounting you use and describe the process you go through to convert your
books and records to U.S. GAAP for SEC reporting.  Describe the controls you maintain
to ensure that you have ma de all necessary and appropriate adjustments in your
conversions and disclosures.
What is the background of the people involved in your financial reporting?
26. We would like to understand more about the background of the people who are primarily
responsi ble for preparing and supervising the preparation of your financial statements and
evaluating the effectiveness of your internal control over financial reporting and their
knowledge of U.S. GAAP and SEC rules and regulations.  Do not identify people by

Jinghe Zhang
G2 Ventures, Inc.
November  5 , 2010
Page 5

 name, but for each person, please tell us:
a) what role he or she takes in preparing your financial statements and evaluating the
effectiveness of your internal control;
b) what relevant education and ongoing training he or she has had relating to U.S.
GAAP ;
c) the nature of his or her contractual or other relationship to you;
d) whether he or she holds and maintains any professional designations such as Certified
Public Accountant (U.S.) or Certified Management Accountant; and
e) about his or her profess ional experience, including experience in preparing and/or
auditing financial statements prepared in accordance with U.S. GAAP and evaluating
effectiveness of internal control over financial reporting.
27. If you retain an accounting firm or other similar or ganization to prepare your financial
statements or evaluate your internal control over financial reporting, please tell us:
a) the name and address of the accounting firm or organization;
b) the qualifications of their employees who perform the services for your company;
c) how and why they are qualified to prepare your financial statements or evaluate your
internal control over financial reporting;
d) how many hours they spent last year performing these services for you; and
e) the total amount of fee s you paid to each accounting firm or organization in
connection with the preparation of your financial statements and in connection with
the evaluation of internal control over financial reporting for the most recent fiscal
year end.
28. If you retain indiv iduals who are not your employees and are not employed by an
accounting firm or other similar organization to prepare your financial statements or
evaluate your internal control over financial reporting, do not provide us with their
names, but please tell us:
a) why you believe they are qualified to prepare your financial statements or evaluate
your internal control over financial reporting;
b) how many hours they spent last year performing these services for you; and
c) the total amount of fees you paid  to each individual in connection with the
preparation of your financial statements and in connection with the evaluation of
internal control over financial reporting for the most recent fiscal year end.
29. We note based on your disclosure on page 56 that y ou have not established an audit
committee.  Please describe the extent of the Board of Directors’ knowledge of U.S.
GAAP and internal control over financial reporting.

Management’s Discussion and Analysis and Plan of Operation, page 42
30. The Management’s Discussion and Analysis section is one of the most critical aspects of
your disclosure.  As such, we request that you revise this section to provide a more
detailed executive overview to discuss the events, trends, and uncertainties that
management views as most critical to your future revenues, financial position, liquidity,

Jinghe Zhang
G2 Ventures, Inc.
November  5 , 2010
Page 6

 plan of operations, and results of operations, to the extent known and foreseeable.  To
assist you in this regard, please refer to the Commission Guidance Regarding
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, Relea se Nos. 33 -8350 (December 19, 2003) at
http://www.sec.gov/rules/interp/33 -8350.htm.  This guidance is intended to elicit more
meaningful disclosure in MD&A in a number of areas, including the overall presentation
and focus of MD&A, with general emphasis on  the discussion and analysis of known
trends, demands, commitments, events and uncertainties, and specific guidance on
disclosures about liquidity, capital resources, and critical accounting.
31. Please provide a more detailed analysis as to the reasons for th e changes in the financial
statement results for each period being compared and quantify if available.
Results of Operations, page 42
General
32. Please revise the analysis of your operating results for each period to describe and
quantify underlying material activities that generated income statement variances
between periods.  For example, provide additional detail explaining the change in
revenues related to the increase in the number of products sold compared to changes in
product pricing.  Your revised dis closure should also provide additional detail explaining
the relationship between your financial statement line items such as the variances in costs
of goods sold and gross profit as a percentage of revenues.  Please ensure to separately
quantify the effec t of each causal factor you cite as an underlying reason for material
changes in you r financial statement amounts.
33. In connection with the preceding comment, please revise the disclosure explaining your
operating results to provide additional information r egarding changes along segmental
lines.  For example, your revised disclosure should provide sufficient detail for an
investor to understand the factors which resulted in the increase in revenue for your
Healthcare Knitgoods segment during the six month pe riod ended June 30, 2010.

Liquidity and Capital Resources, page 46
General
34. Please revise your disclosures to include a more detailed analysis of the components of
your statements of cash flows (i.e., operating, investing, and financing activities) that
explains the significant year -to-year variations in the line items and the resulting impact
on your capital position in each period for which financial statements are provided.  For
example, please explain the change in inventory during the six months ended  June 30,
2010 with a focus on management’s assessment of the increase in finished goods.

Jinghe Zhang
G2 Ventures, Inc.
November  5 , 2010
Page 7

 35. Please revise this sectio n to clarify whether further loans from Mr. Jinghe Zhang,
pursuant to the loan agreements at Exhibits 10.7 and 10.8, are at his discretion.  Further,
please revise to clarify whether Mr. Zhang could dema

Mail Stop 3561
                                                                           November 13, 2009

Mr. Gust Kepler
Chief Executive Officer
G2 Ventures, Inc.
1810 Three Galleria Tower
13155 Noel Road
Dallas, TX  75240

 Re:       G2 Ventures, Inc.
   Form 10-K for the Fiscal Year Ended
   December 31, 2008
                  File No. 333-108715

Dear Mr. Kepler:

We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

                 Sincerely,

                 Brian K Bhandari
                 Branch Chief
                 Office of Beverages, Apparel and
                                                                                   Health Care Services

Mail Stop 3561   November 5, 2009

Mr. Gust Kepler Chief Executive Officer G2 Ventures, Inc. 1810 Three Galleria Tower 13155 Noel Road Dallas, TX  75240
 Re:       G2 Ventures, Inc.
   Form 10-K for the Fiscal Year Ended
   December 31, 2008
   Filed March 30, 2009    Form 10-Q for Quarter Ended    March 31, 2009    Filed April 22, 2009    Form 10-Q for Quarter Ended    June 30, 2009    Filed August 3, 2009    File No. 333-108715

Dear Mr. Kepler:
 We have reviewed your filings and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Please do so within the time frame set forth below.  You should comply with the remaining comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us how you intend to comply, within the time frame set forth below.  Pleas e understand that after our review of all of
your responses, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2008

Mr. Gust Kepler
G2 Ventures, Inc.
November 5, 2009 Page 2   Management’s Report on Internal Control Over Financial Reporting, page 20

 1. We note your statement that as of December 31, 2008 there were no material weaknesses in your internal control over financial reporting. Please revise to state in unequivocal language whether your internal control over financial reporting was effective or ineffective.

Form 10-Q for the Quarter Ended March 31, 2009 and

Form 10-Q for the Quarter Ended June 30, 2009

Section 302 Certifications

2. We note that your Section 302 certifications do not comply with the language required by Item 601(31) of Regulation S-K in the following respect:
• The head note to paragraph 4 does not include a reference to internal control over
financial reporting (as defined in Exch ange Act Rules 13a-15(f) and 15d-15(f))
Please confirm to us in future filings you will revise your certifications to address the matter noted above.
 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.    We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

Mr. Gust Kepler
G2 Ventures, Inc. November 5, 2009 Page 3

‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.     You may contact Raj Rajan, Senior Staff Accountant, at 202-551-3388 or Brian K. Bhandari, Branch Chief, at 202-551-3390 if you have questions regarding comments
on the financial statements and related matters.
Sincerely,    Tia Jenkins Senior Assistant Chief Accountant Office of Beverages, Apparel and  Health Care Services

CORRESP
1
filename1.htm

Correspondence

 G2 Ventures, Inc.

 Three Galleria Tower

 13155 Noel Road, Suite 1810

Dallas, TX 75240

 November 10, 2009

 Ms. Tia Jenkins

 Senior Assistant Chief Accountant

 Office of Beverages, Apparel and Health Care Services

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

Re:
G2 Ventures, Inc.

 Form 10-K for
the Fiscal Year Ended December 31, 2008 filed March 30, 2009

 Form 10-Q for Quarter Ended March 31, 2009 filed
April 22, 2009

 Form 10-Q for Quarter Ended June 30, 2009 filed August 3, 2009

 File No. 333-108715

 Dear
Ms. Jenkins:

 Regarding your comment letter of November 5, 2009, we provide the following responses:

 Form 10-K for Fiscal Year Ended December 31, 2008

 Management’s Report on Internal Control Over Financial Reporting, page 20.

1.
We note your statement that as of December 31, 2008 there were no material weaknesses in your internal control over financial reporting. Please revise to state
in unequivocal language whether your internal control over financial reporting was effective or ineffective.

 The Company
will revise its Form 10-K for fiscal year ended December 31, 2008 to change the last sentence in the above-referenced section to read:

 “Based on this evaluation, management has determined that as of December 31, 2008, our internal controls over financial reporting are effective and there were no weaknesses in our internal controls over financial reporting.”

 Coincident with the filing of this correspondence, the Company is filing an amendment to its Form 10-K for year ended December 31, 2008
reflecting the above-mentioned change. Per your request for a marked copy of the amendment, the filed revision will contain the appropriate tags to facilitate your review of the changes. Said amendment does not include the Company’s financial
statements which were filed in the original filing.

 Ms. Tia Jenkins

 Senior Assistant Chief Accountant

 November 10, 2009

 Page Two

 Form 10-Q for the Quarter Ended
March 31, 2009 and

 Form 10-Q for the Quarter Ended June 30, 2009

 Section 302 Certifications

2.
We note that your Section 302 certifications do not comply with the language required by Item 601(31) of Regulation S-K in the following respect:

•

 The head note to paragraph 4 does not include a reference to internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f).

 Please confirm to us in future filings you will revise your certifications
to address the matter noted above.

 The Company acknowledges its error in not providing the appropriate language in the two
above-mentioned Form 10-Qs as well as the Form 10-Q for the Quarter Ended September 30, 2009 which it filed on November 3, 2009. We confirm that we will revise our certifications to be filed with future Form 10-Qs to address the matter
noted above.

 In conclusion, the Company further acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 Sincerely,

G2 VENTURES, INC.

 /s/ Gust Kepler

Gust Kepler

Chief Executive Officer