美國證券交易委員會

華盛頓特區20549

表格 10-Q

劃重點

☒根據1934年證券交易法第13或15(d)條規定的季度報告

截至2022年1月31日的季度期2024年8月31日

☐根據1934年證券交易所法案第13或15（d）節，進行過渡報告

過渡期從________到________

委員會文件編號333-255172

Minerva黃金公司。

12/1 Kunayev大街, IA 17

努爾-蘇丹, 010000,哈薩克斯坦

(725) 225-1800

(公司註冊地的地址和電話號碼)

請在複選框中註明發行人是否: (1) 在過去的12個月內（或其應報告此類報告的較短期限），已提交根據第13條或15(d)條的規定在交易所法案中要求提交的所有報告，以及 (2) 在過去90天內一直受到此類報告要求。Yes ☒     否 ☐

請在以下勾選方框表示註冊人是否已在Regulation S-T Rule 405規定的前12個月(或在註冊人需要提交此類文件的較短期間內)提交了每個互動數據文件。Yes根據交易所法規12b-2中「大型加速文件報告人」，「加速文件報告人」，「小型報告公司」和「新興增長公司」的定義，請勾選發行人是否爲大型加速文件報告人。

請在檢查標記中表明註冊人是一個大型加速文件提交人、一個加速文件提交人、一個非加速文件提交人、一個較小的報告公司，還是一個新興成長公司。請參閱《證券交易法1934年規則120億.2》中「大型加速文件提交人」、「加速文件提交人」、「較小報告公司」和「新興成長公司」的定義。

如果是新興成長公司，請勾選，以表明註冊人選擇不使用根據《證券交易法》第13(a)條規定提供的遵守任何新的或經修訂的財務會計準則的延長過渡期。是 ☐     否 ☒

請勾選，以指示註冊人是否是殼公司（如證券交易所規則12b-2中定義的）。是☒ 不行 ☐

僅針對在過去五年中涉及破產程序的發行人。無

請勾選是否發行人在法庭確認的計劃下分發證券後已提交1934年證券交易法第12、13和15（d）條要求提交的所有文件和報告。是 ☐     否 ☐

僅適用於企業註冊人

請註明發行人每個普通股類別的流通股數，截至最近可行的日期爲止:

第一部分 財務信息

附註是這份基本報表的不可分割的一部分。

MINERVA黃金公司。

損益表

(未經審計)

The accompanying notes are an integral part of these financial statements.

MINERVA GOLD INC.

STATEMENTS OF STOCKHOLDER’S EQUITY (DEFICIT)

FOR THE PERIODS ENDED AUGUST 31, 2023 AND AUGUST 31, 2024

(UNAUDITED)

The accompanying notes are an integral part of these financial statements.

MINERVA GOLD INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

The accompanying notes are an integral part of these financial statements.

MINERVA GOLD INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

 FOR THE SIX MONTHS ENDED AUGUST 31, 2024

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

DESCRIPTION OF BUSINESS

We were incorporated on February 24, 2021 in the State of Nevada. We are a start-up company which is in the mineral property exploration business. We started operating activities, which include the incorporation of our company, the initial equity funding by our sole officer and director, developing our business plan, engaging in market research and the execution of consulting contract with a geologist.

In addition, on March 29, 2023, we signed a Mineral Property Option Agreement with Tuzashuu Ken Limited Liability Company for the exploration of the Arsy deposit. However, the agreement was terminated after the Company failed to meet the required obligations within the specified timeframe, and as of now, no rights to the property are held. Other than the activities mentioned, no additional operations have been conducted to date.

RESULTS OF OPERATIONS

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

As of August 31, 2024, our total assets were $0 compared to $58 in total assets at February 29, 2024. As of August 31, 2024, our total liabilities were $52,032 compared to $33,710 in total liabilities at February 29, 2024.

Stockholders’ equity was negative $52,032 as of August 31, 2024 compared to negative $33,652 as of February 29, 2024.

Three months ended August 31, 2024 compared to three months ended August 31, 2023

During three months ended August 31, 2024, we incurred expenses of $4,982 compared to $3,555 during three months ended August 31, 2023. Our net loss for the three months ended August 31, 2024 was $4,982 compared to $3,555 during three months ended August 31, 2023.

Six months ended August 31, 2024 compared to six months ended August 31, 2023

During six months ended August 31, 2024, we incurred expenses of $18,380 compared to $15,148 during six months ended August 31, 2023. Our net loss for the six months ended August 31, 2024 was $18,380 compared to $15,148 during six months ended August 31, 2023.

Cash Flows used by Operating Activities

For the six-month period ended August 31, 2024, net cash flows used in operating activities were $18,322 comprised of net loss of $18,380 and depreciation expense of $58. For the six-month period ended August 31, 2023 net cash net cash flows used in operating activities were $15,233 comprised of net loss of $15,148, decrease in accounts payable of $200 and depreciation expense of $115.

Cash Flows from Financing Activities

For the six-month period ended August 31, 2024, net cash flows from financing activities were $18,322 received from loan the related party compared to $433 for the six-month period ended August 31, 2023.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

While existing working capital is currently unavailable, further advances, debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GOING CONCERN

The independent registered public accounting firm auditors' report accompanying our February 29, 2024 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.  Management has a disclosure in the financial statements to this effect as well. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the six-month period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No senior securities were issued and outstanding during the six-month period ended August 31, 2024.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to our Company.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.