UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549he

FORM 10-K

☒     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the fiscal year ended FEBRUARY 28, 2025

☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934

For the transition period from ___________ to ___________

COMMISSION FILE NO. 333-255403

MINERVA GOLD INC.
(Exact name of registrant as specified in its charter)
Nevada	1000	98-1588963
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(State or Other Jurisdiction of<br><br>Incorporation or Organization)	(Primary Standard Industrial<br><br>Classification Number)	(IRS Employer<br><br>Identification Number)

Minerva Gold Inc.

12/1 Kunayev str, IA 17

Nur-Sultan, 010000, Kazakhstan

(Address of principal executive offices and zip code)

(725) 225-1800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐      No ☒

Indicate by check mark if the registrant is not required to file reports  pursuant to Section 13 or Section 15(d) of the Act. Yes ☐      No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒      No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒      No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Emerging growth company	☒
Smaller reporting company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. YES ☐     NO ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. YES ☐     NO ☒

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐     No ☒

As of May 8, 2025, the registrant had 6,570,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of May 8, 2025.

TABLE OF CONTENTS

	PART I
ITEM 1	Description of Business	3
ITEM 1A	Risk Factors	3
ITEM 1B	Unresolved Staff Comments	3
ITEM 1C	Cybersecurity	3
ITEM 2	Properties	3
ITEM 3	Legal Proceedings	3
ITEM 4	Mine Safety Disclosures	3
	Part II
ITEM 5	Market for Common Equity and Related Stockholder Matters	4
ITEM 6	Selected Financial Data	4
ITEM 7	Management’s Discussion and Analysis and Results of Operations	4
ITEM 7A	Quantitative and Qualitative Disclosures about Market Risk	5
ITEM 8	Financial Statements and Supplementary Data	6
ITEM 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	7
ITEM 9A	Controls and Procedures	7
ITEM 9B	Other Information	7
	Part III
ITEM 10	Directors, Executive Officers, Promoters and Control Persons of the Company	8
ITEM 11	Executive Compensation	9
ITEM 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	10
ITEM 13	Certain Relationships, Related Transactions	10
ITEM 14	Principal Accountant Fees and Services	10
	Part IV
ITEM 15	Exhibits and Financial Statement Schedules	11
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PART I

ITEM 1. DESCRIPTION OF BUSINESS

FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. 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.

As used in this annual report, the terms “we”, “us”, “our”, “the Company”, mean MINERVA GOLD INC., unless otherwise indicated.

All dollar amounts refer to US dollars unless otherwise indicated.

DESCRIPTION OF BUSINESS

We were incorporated on February 24, 2021 in the State of Nevada. Minerva Gold Inc. is primarily focused on mineral property exploration. As part of its strategic growth initiative, the company has expanded its operations to include design services, further diversifying its offerings. In addition to its core exploration activities, Minerva Gold now provides innovative, tailored design solutions across various industries. This expansion reflects the company’s long-term vision of strengthening its competitive position and adapting to the evolving needs of its diverse client base. By integrating design services into its portfolio, Minerva Gold Inc. aims to deliver comprehensive, creative solutions, from conceptualization to execution, ensuring high-quality outcomes and enhanced client satisfaction.

ITEM 1A. RISK FACTORS

Not applicable to smaller reporting companies.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Cybersecurity risk management is part of the Company’s overall risk management. Our cybersecurity risk management is designed to provide a framework for handling cybersecurity threats and incidents, including threats and incidents associated with the use of services provided by third-party service providers. We rely on the cybersecurity protections of many of our third party service providers. Our primary third party service providers, utilize two (2) factor authorization as well as login and password protections with email verifications.

Our Board has overall oversight responsibility for our risk management, including our cybersecurity risk management. Management is responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored. We have not experienced any cybersecurity incidents in fiscal year 2025.

Despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident.

ITEM 2. PROPERTIES

We do not own any property.

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

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PART II

ITEM 5. MARKET FOR EQUITY SECURITIES AND OTHER SHAREHOLDER MATTERS

MARKET INFORMATION

As of May 8, 2025, the 6,570,000 issued and outstanding shares of common stock were held by a total of 52 shareholders of record.

DIVIDENDS

We have never paid or declared any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

We currently do not have any equity compensation plans.

ITEM 6. SELECTED FINANCIAL DATA

Not Applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward looking statements.  Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report.  Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

RESULTS OF OPERATION

As of February 28, 2025, we had deficit of $77,175. Our financial statements have been prepared assuming that we will continue as a going concern.  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.

Year ended FEBRUARY 28, 2025 compared to year ended February 29, 2024

Revenue

During the year ended February 28, 2025, the Company had $26,000 in revenue compared to $0 during the year ended February 29, 2024.

Operating Expenses

During the year ended February 28, 2025, we incurred total expenses and professional fees of $33,123 compared to $35,660 during the year ended February 29, 2024. General and administrative and professional fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting.

Net loss

Our net loss for the year ended February 28, 2025 was $7,123 compared to $35,600 for the year ended February 29, 2024.

LIQUIDITY AND CAPITAL RESOURCES

As at February 28, 2025 our total assets were $27,005 compared to $58 in total assets at February 29, 2024. As at February 28, 2025, our current liabilities were $67,780 compared to $33,710 as of February 29, 2024.

Stockholders’ deficit was $40,775 as of February 28, 2025 compared to stockholders’ equity of $33,652 as of February 29, 2024.

Cash Flows from Operating Activities

For the year ended February 28, 2025, net cash flows used in operating activities was $1,390 consisting of net loss of $7,123, increase in prepaid expenses of $6,500, deferred revenue of $12,000 and depreciation expense of $233. For the year ended February 29, 2024, net cash flows used in operating activities was $35,630 consisting of net loss of $35,660, decrease in accounts payable of $200 and depreciation expense of $230.

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Cash Flows from Investing Activities

For the year ended February 28, 2025, net cash used in investing activities was $3,500 compared to $0 during the year ended February 29, 2024.

Cash Flows from Financing Activities

Cash flows provided by financing activities during the year ended February 28, 2025 were $22,070, consisting entirely of loan from shareholder compared to $20,830 for the year ended February 29, 2024.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our significant accounting policies are described in Note 3 – Summary of Significant Accounting Policies to the financial statements included in this Annual Report. These policies are considered critical to understanding our financial condition and results of operations as they require significant management judgment and estimates in their application.

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.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six 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) developmental expenses associated with a start-up business and (ii) 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.

MATERIAL COMMITMENTS

As of the date of this Annual Report, we do not have any material commitments.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Annual 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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets as of February 28, 2025 and February 29, 2024	F-3
Statements of Operations for the years ended February 28, 2025 and February 29, 2024	F-4
Statement of Changes in Stockholders’ Equity for the years ended February 28, 2025 and February 29, 2024	F-5
Statements of Cash Flows for the years ended February 28, 2025 and February 29, 2024	F-6
Notes to the Financial Statements	F-7 -F-11
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Minerva Gold Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Minerva Gold Inc. (“the Company”) as of February 28, 2025 and February 29, 2024, and the related statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended February 28, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 28, 2025 and February 29, 2024 and the results of its operations and its cash flows for each of the years in the two-year period ended February 28, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and has accumulated loss from inception. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

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Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

Fruci & Associates II, PLLC – PCAOB ID #05525<br><br>We have served as the Company’s auditor since 2022.<br><br><br><br>Spokane, Washington
May 8, 2025
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MINERVA GOLD INC.

BALANCE SHEETS

			FEBRUARY 29, 2024
ASSETS
Current Assets
Cash & cash equivalents	17,180		$	0
Prepaid expenses	6,500			0
Total current assets	23,680			0
Other non-current assets	3,325			58
Total non-current assets	3,325			58
TOTAL ASSETS	27,005		$	58
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Deferred revenue	12,000		$	-
Loans from related parties	55,780			33,710
Total current liabilities	67,780			33,710
Total Liabilities	67,780			33,710
Commitments and contingencies	-			-
Stockholders’ Equity (Deficit)
Common stock, 0.001 par value, 75,000,000 shares authorized; 6,570,000 shares issued and outstanding	6,570			6,570
Additional Paid-In-Capital	29,830			29,830
Accumulated Deficit	(77,175	)		(70,052	)
Total Stockholders’ equity (deficit)	(40,775	)		(33,652	)
Total Liabilities and Stockholders’ Equity (Deficit)	27,005		$	58

All values are in US Dollars.

The accompanying notes are an integral part of these financial statements

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MINERVA GOLD INC.

STATEMENTS OF OPERATIONS

	YEAR ENDED<br><br>FEBRUARY 28, 2025			YEAR ENDED FEBRUARY 29, 2024
Revenue	$	26,000		$	-
OPERATING EXPENSES
General and administrative expenses		33,123			35,660
Total Operation expenses		33,123			35,660
Income (Loss) before provision for income taxes		(7,123	)		(35,660	)
Provision for income taxes		-			-
Net income (loss)	$	(7,123	)	$	(35,660	)
Income (loss) per common share:
Basic and Diluted	$	(0.00	)	$	(0.00	)
Weighted Average Number of Common Shares Outstanding:
Basic and Diluted		6,570,000			6,570,000

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

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MINERVA GOLD INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024

	Number of<br><br>Common<br><br>Shares		Amount		Additional<br><br>Paid-In-Capital		Deficit<br><br>accumulated			Total
Balances as of February 28, 2023		6,570,000	$	6,570	$	29,830	$	(34,392	)	$	2,008
Net loss		-		-		-		(35,660	)		(35,660	)
Balances as of February 29, 2024		6,570,000	$	6,570	$	29,830	$	(70,052	)	$	(33,652	)
Net loss		-		-		-		(7,123	)		(7,123	)
Balances as of February 28, 2025		6,570,000	$	6,570	$	29,830	$	(77,175	)	$	(40,775	)

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

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MINERVA GOLD INC.

STATEMENTS OF CASH FLOWS

	YEAR ENDED FEBRUARY 28, 2025			YEAR ENDED FEBRUARY 29, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(7,123	)	$	(35,660	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation expense		233			230
Changes in operating assets and liabilities:
Increase in Prepaid expense		(6,500	)
Changes in Accounts payable		-			(200	)
Deferred Revenue		12,000			-
Net cash used by Operating activities		(1,390	)		(35,630	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets		(3,500	)		-
Net cash used in investing activities		(3,500	)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of loan from shareholder		22,070			20,830
Net cash provided by Financing activities		22,070			20,830
Increase (decrease) in cash and equivalents		17,180			(14,800	)
Cash and equivalents at beginning of the period		-			14,800
Cash and equivalents at end of the period	$	17,180		$	-
Supplemental cash flow information:
Cash paid for:
Interest	$	-		$	-
Taxes	$	-		$	-

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

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MINERVA GOLD INC.

NOTES TO THE AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED FEBRUARY 28, 2025

NOTE 1 - ORGANIZATION AND BUSINESS

MINERVA GOLD INC. (the “Company”) is a corporation established under the corporation laws in the State of Nevada on February 24, 2021 with an authorized capital of 75,000,000 common shares with a par value of $0.001. The Company’s fiscal year-end is February 28. Minerva Gold Inc. (the “Company”) is a junior mineral exploration company engaged in the identification, acquisition, and exploration of precious metals in Kazakhstan. As part of its strategic growth initiatives, the Company has expanded its business operations to include a new segment focused on design services. This addition aligns with the Company’s long-term vision to diversify its offerings and better position itself to meet the evolving needs of potential clients.

NOTE 2 - GOING CONCERN

The Company’s financial statements as of February 28, 2025 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated loss from inception (February 24, 2021) to February 28, 2025 of $77,175. These factors among others raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. As of February 28, 2025, the company has $17,180 in the bank account.

Stock-Based Compensation

As of February 28, 2025, the Company has not issued any stock-based payments to its employees.

Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.

New Accounting Pronouncements

There were various accounting standards and interpretations issued recently by the Financial Accounting Standards Board (FASB). Management has evaluated all recent accounting pronouncements issued through the date of this filing and does not believe any of these standards will have a material impact on the Company’s financial position, results of operations, or cash flows upon adoption.

Segment Reporting

In accordance with ASC Topic 280, Segment Reporting, the Company has determined that it operates as a single reportable segment. The Company has limited operations and is managed by a sole officer, who serves as both Chief Executive Officer and Chief Financial Officer. As such, all decisions regarding resource allocation and performance evaluation are made on a consolidated basis. Therefore, the Company has concluded that it has one operating and reportable segment, and no additional segment disclosures are required at this time.

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Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Fair Value of Financial Instruments

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of February 28, 2025.

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accounts payable and related party loan payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

Income Taxes

Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Earnings per Share

ASC No. 260, “Earnings Per Share”, specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC No. 260.

Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.

Depreciation Policy

The assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing costs, if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use.

Subsequent expenditure related to an item of the assets is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day-to-day repairs and maintenance expenditure and cost of replacing parts, are charged to the Statement of Profit and Loss for the period during which such expenses are incurred.

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Gains or losses arising from de-recognition of fixed assets are measured as the difference between the net disposal proceeds and the carrying amount of the assets derecognized.

During the year ended Feb 28, 2025, Company purchased website for $3,500. The Company depreciates its property using straight-line depreciation over the estimated useful life of 5 years. Company charged $175 as depreciation expense for the year ended February 28, 2025.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, which outlines a five-step model for recognizing revenue:

1.	Identify the contract with a customer – A contract is an agreement between two or more parties that creates enforceable rights and obligations.
2.	Identify the performance obligations in the contract – Performance obligations are promises in a contract to transfer goods or services to a customer.
3.	Determine the transaction price – The transaction price is the amount of consideration the Company expects to be entitled to in exchange for transferring promised services.
4.	Allocate the transaction price to the performance obligations – If a contract contains more than one performance obligation, the transaction price is allocated to each based on relative standalone selling prices.
5.	Recognize revenue when (or as) the performance obligations are satisfied – Revenue is recognized when control of the promised goods or services is transferred to the customer.

The Company’s revenue primarily consists of design services. These services are generally accounted for as performance obligations satisfied at a point in time. Revenue is recognized when the service has been fully performed, delivered to the customer, and payment has been received or is reasonably assured.

Deferred Revenue

Deferred revenue represents advance payments received from customers before the Company has satisfied its performance obligations. Such amounts are recorded as a liability until the services are performed, at which point the revenue is recognized. Deferred revenue is classified as a current liability when the Company expects to perform the services within one year.

NOTE 4 - CAPITAL STOCK

The Company has 75,000,000 shares of common stock authorized with a par value of $0.001 per share.

As of February 28, 2025, the Company had 6,570,000 shares issued and outstanding for total proceeds of $36,400.

There were no common stock transactions in the two years ending February 29, 2024 and February 28, 2025.

NOTE 5 - RELATED PARTY TRANSACTIONS

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.

Since February 24, 2021 (Inception) through February 28, 2025, the Company’s sole officer and director loaned the Company $55,780 to pay for incorporation costs and general and administrative expenses. As of February 28, 2025, the amount outstanding was $55,780. The loan is non-interest bearing, due upon demand and unsecured.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

On March 29, 2023, Minerva Gold Inc. signed a Mineral Property Option Agreement with Tuzashuu Ken Limited Liability Company that holds License No. 5862 MP for the exploration of the Arsy deposit. According to this Agreement, in order to keep the Option, the Company was obligated to make aggregate cash payments of $500,000 within six months of execution of the SPA, fund exploration and development work on the Property in 2024 totaling at least $300,000, and transfer to the Optioner not less than 30% (Thirty percent) of the Company’s shares by the end of the Option Period. 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.

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As of the date of this Annual Report, the Company does not have any material commitments other than those discussed above. As of February 28, 2025, the Company is not aware of any contingent liabilities, legal disputes, or other obligations that could impact the Company’s financial position and that should be reflected in the financial statements.

NOTE 7 -  INCOME TAXES

The reconciliation of income tax benefit at the U.S. statutory rate of 21% for the periods ended February 28, 2025 and February 29, 2024 the company’s effective tax rate is as follows:

	2025		****	2024
Tax benefit at U.S. statutory rate	$	(16,207	)	$	(14,711	)
Change in valuation allowance		16,207			14,711
	$	-		$	-
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The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets at February 28, 2025 and February 29, 2024 is as follows:

	2025		****	2024
Deferred tax assets:
Net operating loss		16,207			14,711
Valuation allowance		(16,207	)		(14,711	)
	$	-		$	-

As of February 28, 2025, the Company has approximately $77,175 of net operating loss (“NOL”) carryforwards available to offset future taxable income, if any. These NOLs begin to expire in fiscal year 2045. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. This assessment is based on projections of future taxable income, the scheduled reversal of temporary differences, and potential tax planning strategies. Based on this analysis, management has determined that it is more likely than not that the deferred tax assets will not be realized, and therefore a full valuation allowance has been recorded against the deferred tax assets for all periods presented. The valuation allowance increased by $1,496 during the year ended February 28, 2025, primarily due to the increase in net operating loss carryforwards generated during the period.

NOTE 8 - SUBSEQUENT EVENT

The Company has evaluated subsequent events from February 28, 2025 to the date the financial statements were issued and has determined that there are no items to disclose.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of February 28, 2025, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission of 2013 (COSO). Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. This conclusion was based on the identification of material weaknesses in our internal control over financial reporting. Specifically, the Company lacks a sufficient system of overall internal controls over financial reporting. These material weaknesses include the absence of effective policies and procedures to provide adequate, independent oversight over financial reporting, deficiencies in the timely preparation and review of accounting records, and a lack of segregation of duties. These control deficiencies represent material weaknesses because they create a reasonable possibility that a material misstatement of the financial statements would not be prevented or detected on a timely basis.

Such officer also confirmed that there was no change in our internal control over financial reporting during the year February 28, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE COMPANY

Directors of the corporation are elected by the stockholders to a term of one year and serve until a successor is elected and qualified. Officers of the corporation are appointed by the Board of Directors to a term of one year and serves until a successor is duly appointed and qualified, or until he or she is removed from office. The Board of Directors has no nominating, auditing or compensation committees.

Mr. Aibekov was appointed as our Director at the time of incorporation. He is not considered an independent director of the Company. On October 21, 2024, the Company appointed Meltem Alieva as a member of its Board of Directors. We currently have one independent director.

The name, age and position of our officers and directors is set forth below:

Name and Address of Executive<br><br>Officer and/or Directors	Age	Position
Aftandil Aibekov	31	President, Treasurer, Secretary and Director<br><br>(Principal Executive, Financial and Accounting Officer)
Meltem Alieva	33	Director

Set forth below is a brief description of the background and business experience of our executive sole officer and directors for the past five years.

AFTANDIL AIBEKOV

Mr. Aftandil Aibekov has served as President, Treasurer and our sole director since February 24, 2021. In 2016, he graduated from Kyrgyz State University of Geology, Mining and Natural Resources Development, Faculty of Geological Exploration. Since June 2016, Mr. Aibekov has been working as a geologist at Elstar Ltd, a private exploration company. Mr. Aibekov’s desire to found our company led to our conclusion that Mr. Aibekov should be serving as a member of our board of directors in light of our business and structure.

MELTEM ALIEVA

Ms. Meltem Alieva was appointed as a member of the Board of Directors on October 31, 2024. For the past five years, she has worked as a freelance designer, specializing in interior, exterior, architectural, and other design projects. During this period, she has collaborated with various clients and firms, contributing to residential and commercial space planning, landscape design, and structural aesthetics. Her expertise includes concept development, 3D visualization, and project coordination, ensuring innovative and functional design solutions across multiple industries.

AUDIT COMMITTEE

We do not currently have an audit committee financial expert serving on our audit committee. While we have recently commenced limited operations, we continue to believe that the cost of retaining a financial expert is not justified at this time, given the current scale and scope of our activities. As our operations expand, we intend to reassess the need for a qualified financial expert to join the audit committee in accordance with applicable SEC requirements and good governance practices.

SIGNIFICANT EMPLOYEES

Other than our directors, we do not expect any other individuals to make a significant contribution to our business.

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ITEM 11. EXECUTIVE COMPENSATION

The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer for the years ended February 28, 2025 and February 29, 2024:

Summary Compensation Table

Name and<br><br>Principal<br><br>Position	Year	Salary<br><br>($)	Bonus<br><br>($)	Stock<br><br>Awards<br><br>($)	Option<br><br>Awards<br><br>($)	Non-Equity<br><br>Incentive Plan<br><br>Compensation<br><br>($)	All Other<br><br>Compensation<br><br>($)	All Other<br><br>Compensation<br><br>($)	Total<br><br>($)
Aftandil Aibekov<br><br>President, Secretary<br><br>CEO, CFO<br><br>And Director	March 1, 2023 to February 29, 2024	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	March 1, 2024 to February28, 2025	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

There are no current employment agreements between the company and its officer.

There are no annuity, pension or retirement benefits proposed to be paid to the officer or directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.

CHANGE OF CONTROL

As of February 28, 2025, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of the date of Form 10-K, the total number of shares owned beneficially by our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.

Title of Class	Name and Address of<br><br>Beneficial Owner	Amount and Nature of<br><br>Beneficial Ownership	Percentage
Common Stock	Aftandil Aibekov	5,000,000 shares of common stock (direct)		76.10	%

The percentages below are based on 6,570,000 shares of our common stock issued and outstanding.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On February 25, 2021, we offered and sold 5,000,000 shares of common stock to Aftandil Aibekov, our sole officer and director, at a purchase price of $0.001 per share, for aggregate proceeds of $5,000.

During the period from February 24, 2021 (inception) to February 28, 2025, Mr. Aibekov loaned $55,780 to the Company. This loan is non-interest bearing, due upon demand and unsecured.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed for professional services rendered by our auditor Fruci & Associates II, PLLC for the audit and review of our financial statements for the fiscal years ended February 28, 2025 and February 29, 2024 amounted to $18,287 and $15,750 respectively.

	Year Ended
****	February 28, 2025		February 29, 2024
Audit Fees	$	18,287	$	15,750
Audit Related Fees		0		0
Tax Fees		0		0
All Other Fees		0		0
Total	$	18,287	$	15,750

Audit fees represent fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.

Audit-related fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.

Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning.

All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for the other three categories.

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ITEM 15. EXHIBITS

The following exhibits are filed as part of this Annual Report.

31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
32.1	Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
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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.

		MINERVA GOLD INC.
Dated: May 8, 2025	By:	/s/ Aftandil Aibekov
		Aftandil Aibekov, President and<br><br>Chief Executive Officer and Chief Financial Officer
12	Page
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mine_ex311.htm EXHIBIT 31.1

CERTIFICATION

I, Aftandil Aibekov, President and Chief Executive Officer and Chief Financial Officer of Minerva Gold Inc., certify that:

1.	I have reviewed this Annual Report on Form 10-K of Minerva Gold Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2025

/s/ Aftandil Aibekov

| Aftandil Aibekov, |

| President, Chief Executive Officer and Chief Financial Officer |

mine_ex321.htm EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the Annual Report of Minerva Gold Inc..(the “Company”)  on Form 10-K for the period  ended  February 28, 2025 as filed with the Securities  and  Exchange  Commission  on the date hereof (the  ”Report”),  the undersigned,  in the  capacities  and  on  the  dates  indicated  below,  hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 8, 2025

/s/Aftandil Aibekov

| Aftandil Aibekov |

| President, Chief Executive Officer and<br> <br>Chief Financial Officer |