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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINTON, D.C. 20549
FORM 10-Q
Mark One
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED MAY 31, 2026
☐ | 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 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Primary Standard Industrial Classification Number) | | (IRS Employer Identification Number) |
Minerva Gold Inc.
Room 1503, Building 3, Xinshijihaoyuan,
Jiankang West Road, Qingjiangpu District,
Huaian City, Jiangsu Province, China
+86 15261421229
(Address and telephone number of registrant's executive office)
Securities registered pursuant to Section 12(b) of the Act: None.
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 such shorter period that the registrant was 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 | ☒ | Smaller reporting company | ☒ |
| | Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒
As of September 11, 2026, there were 6,570,000 shares of the registrant’s common stock outstanding.
MINERVA GOLD INC.
| | | Page | |
PART I | Financial information | | | |
Item 1 | Financial statements (unaudited) | | 3 | |
Item 2 | Management’s discussion and analysis of financial condition and results of operations | | 11 | |
Item 3 | Quantitative and qualitative disclosures about market risk | | 12 | |
Item 4 | Controls and procedures | | 12 | |
PART II | Other Information | | | |
Item 1 | Legal proceedings | | 13 | |
Item 2 | Unregistered sales of equity securities and use of proceeds | | 13 | |
Item 3 | Defaults upon senior securities | | 13 | |
Item 4 | Mine safety disclosures | | 13 | |
Item 5 | Other information | | 13 | |
Item 6 | Exhibits | | 14 | |
| Signatures | | 15 | |
PART I. FINANCIAL INFORMATION
MINERVA GOLD INC. BALANCE SHEETS |
| | MAY 31, 2026 (UNAUDITED) | | | FEBRUARY 28, 2026 (AUDITED) | |
| | | | | | |
ASSETS | | | | | | |
Current Assets | | | | | | |
Cash & cash equivalents | | $ | - | | | $ | 7,077 | |
Prepaid expenses | | | - | | | | 414 | |
Total current assets | | | - | | | | 7,491 | |
Other non-current assets | | | 2,450 | | | | 2,625 | |
Total non-current assets | | | 2,450 | | | | 2,625 | |
TOTAL ASSETS | | $ | 2,450 | | | $ | 10,116 | |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
Current Liabilities |
Deferred revenue | | $ | - | | | $ | 4,500 | |
Loans from related parties | | | 54,835 | | | | 55,780 | |
Total current liabilities | | | 54,835 | | | | 60,280 | |
Total Liabilities | | | 54,835 | | | | 60,280 | |
| | | | | | | | |
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 | | | (88,785 | ) | | | (86,564 | ) |
Total Stockholders’ equity (deficit) | | | (52,385 | ) | | | (50,164 | ) |
Total Liabilities and Stockholders’ Equity (Deficit) | | $ | 2,450 | | | $ | 10,116 | |
The accompanying notes are an integral part of these financial statements
MINERVA GOLD INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
| | THREE MONTHS ENDED MAY 31, 2026 | | | THREE MONTHS ENDED MAY 31, 2025 | |
Revenue | | $ | 9,000 | | | $ | 12,000 | |
OPERATING EXPENSES | | | | | | | | |
General and administrative expenses | | | 11,221 | | | | 14,275 | |
Total Operation expenses | | | 11,221 | | | | 14,275 | |
Income (Loss) before provision for income taxes | | | (2,221 | ) | | | (2,275 | ) |
| | | | | | | | |
Provision for income taxes | | | - | | | | - | |
| | | | | | | | |
Net income (loss) | | $ | (2,221 | ) | | $ | (2,275 | ) |
| | | | | | | | |
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.
MINERVA GOLD INC.
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MAY 31, 2026 AND 2025
(UNAUDITED)
| | Number of Common Shares | | | Amount | | | Additional Paid-In-Capital | | | Deficit accumulated | | | Total | |
| | | | | | | | | | | | | | | |
Balances as of February 28, 2025 | | | 6,570,000 | | | $ | 6,570 | | | $ | 29,830 | | | $ | (77,175 | ) | | $ | (40,775 | ) |
Net loss | | | - | | | | - | | | | - | | | | (2,275 | ) | | | (2,275 | ) |
Balances as of May 31, 2025 | | | 6,570,000 | | | $ | 6,570 | | | $ | 29,830 | | | $ | (79,450 | ) | | $ | (43,050 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balances as of February 28, 2026 | | | 6,570,000 | | | $ | 6,570 | | | $ | 29,830 | | | $ | (86,564 | ) | | $ | (50,164 | ) |
Net loss | | | - | | | | - | | | | - | | | | (2,221 | ) | | | (2,221 | ) |
Balances as of May 31, 2026 | | | 6,570,000 | | | $ | 6,570 | | | $ | 29,830 | | | $ | (88,785 | ) | | $ | (52,385 | ) |
The accompanying notes are an integral part of these financial statements.
MINERVA GOLD INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
| | THREE MONTHS ENDED MAY 31, 2026 | | | THREE MONTHS ENDED MAY 31, 2025 | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
Net income (loss) | | $ | (2,221 | ) | | $ | (2,275 | ) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | | | | | | | |
Depreciation expense | | | 175 | | | | 175 | |
Changes in operating assets and liabilities: | | | | | | | | |
Decrease in Prepaid expense | | | 414 | | | | 6,500 | |
Changes in Accounts payable | | | - | | | | - | |
Deferred Revenue | | | (4,500 | ) | | | (12,000 | ) |
Net cash used by Operating activities | | | (6,132 | ) | | | (7,600 | ) |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
Proceeds of loan from shareholder | | | (945 | ) | | | - | |
Net cash provided by Financing activities | | | (945 | ) | | | - | |
Increase (decrease) in cash and equivalents | | | (7,077 | ) | | | (7,600 | |
Cash and equivalents at beginning of the period | | | 7,077 | | | | 17,180 | |
Cash and equivalents at end of the period | | $ | - | | | $ | 9,580 | |
Supplemental cash flow information: | | | | | | | | |
Cash paid for: | | | | | | | | |
Interest | | $ | - | | | $ | - | |
Taxes | | $ | - | | | $ | - | |
The accompanying notes are an integral part of these financial statements.
MINERVA GOLD INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MAY 31, 2026
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 May 31, 2026, 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 May 31, 2026, of $88,785. 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 May 31, 2026, the company has $16 in the bank account.
Stock-Based Compensation
As of May 31, 2026, 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.
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 May 31, 2026.
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.
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 February 28, 2025, the Company purchased its 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 three-month period ended May 31, 2026.
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 May 31, 2026 and 2025, the Company had 6,570,000 shares issued and outstanding, respectively.
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 attain 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 May 31, 2026, the Company’s former Sole Officer and Director, Aftandil Aibekov, loaned the Company $55,780 to pay for incorporation costs and general and administrative expenses. As of May 31, 2026, the amount outstanding was $54,835 due to a $945 repayment in April 2026. 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.
As of May 31, 2026, the Company does not have any material commitments other that discussed in the Mineral Property Option Agreement. As of May 31, 2026, the Company is not aware of any contingent liabilities, legal disputes, and other obligations that could impact the company's financial position and that should be reflected in the financial statements.
NOTE 7 – CHANGE IN CONTROL
Effective April 10, 2025, there occurred a change in control of the Company. On such date, pursuant to a stock purchase agreement (the “Change-in-Control Agreement”), Zhang Chengcheng acquired 5,000,000 shares of the Company’s common stock (the “Control Shares”) from Aftandil Aibekov, the Company’s former sole officer and director. The Control Shares represent approximately 76.10% of the outstanding shares of the Company’s common stock and constitute voting control of the Company. The total consideration paid by Mr. Zhang for the Control Shares was $264,600 in cash at the closing.
In conjunction with the Change-in-Control Agreement, on April 10, 2026, Mr. Aibekov resigned as President, Chief Executive Officer, Treasurer, Secretary and a Director of the Company, Meltem Alieva resigned as a Director of the Company and Zhang Chengcheng was appointed as the Sole Director, President, Chief Executive Officer, Treasurer and Secretary of the Company.
NOTE 8 – LETTER OF INTENT
On April 10, 2026, the Company entered into a Letter of Intent (the “Letter of Intent”) to acquire Taizhou Sentian Sanitary Ware Co., Ltd. (“Taizhou Sentian”), a company owned by the Company’s Sole Officer and Director, Zhang Chengcheng. The Letter of Intent contemplates that the Company would issue a combination of common stock and a new series of preferred stock (the rights and preferences of which are to be determined) in the acquisition. The definitive agreement is expected to be completed by approximately August 31, 2026, following the completion of certain administrative actions required by applicable Chinese law, with a closing to occur shortly thereafter.
Taizhou Sentian was founded in 2008 and is based in Taizhou, Zhejiang Province, China (Yangtze River Delta), within a few miles of Taizhou Luqiao Airport and high-speed rail access and port access. Taizhou Sentian manufactures sanitary ware / bathroom fixtures, including shower panels, simple shower enclosures, garden/outdoor showers, faucets and shower columns. Taizhou Sentian conducts its operations in approximately 12,000 sq. meters of leased building space and employs approximately 100 staff. Taizhou Sentian website is located at cnsentian.com.
NOTE 9 – SUBSEQUENT EVENT
Except as set forth below, the Company has evaluated subsequent events from May 31, 2026, to the date the financial statements were issued and has determined that there are no items to disclose.
Change in Independent Auditor
Former Independent Registered Public Accounting Firm. On July 7, 2026, Fruci & Associates II, PLLC (“Fruci”), was dismissed as the independent registered public accounting firm of Minerva Gold Inc. a Nevada corporation (the “Company”), effective immediately. The Company has authorized Fruci to respond fully to the inquiries of Boladale Lawal & Co., the successor auditors.
Fruci served as the Company’s independent registered public accounting firm for the fiscal years ended February 28, 2026 and 2025.
During the Company’s most recent fiscal year ended February 28, 2026, and the subsequent interim period through July 7, 2026: (i) there were no disagreements between the Company and Fruci on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Fruci, would have caused it to make reference to the subject matter of the disagreements in connection with its report on the Company’s financial statements; and (ii) there were no “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K).
The Company has provided Fruci with the disclosures under this Item 4.01(a) and has requested and received from Fruci a copy of the letter addressed to the Securities and Exchange Commission stating that Fruci agrees with the above statements. A copy of the letter from Fruci is attached as Exhibit 16.1 to this Current Report on Form 8-K.
New Independent Registered Public Accounting Firm. On July 7, 2026, the Company appointed Boladale Lawal & Co. (“Lawal & Co.”) as the Company’s new independent registered public accounting firm, effective immediately. During the Company’s two most recent fiscal years ended February 28, 2026 and 2025, and the subsequent interim period through July 7, 2026, neither the Company nor anyone acting on behalf of the Company had consulted Lawal & Co. regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, nor did Lawal & Co. provide a written report or oral advice to the Company that Lawal & Co. concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issues; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).
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.
Background
Minerva Gold Inc. was incorporated on February 24, 2021, in the State of Nevada. We are currently primarily focused on mineral property exploration. As part of our strategic growth initiative, we have expanded our operations to include design services, further diversifying our offerings. In addition to our core exploration activities, we now provide innovative, tailored design solutions across various industries. This expansion reflects our 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 our portfolio, we aim to deliver comprehensive, creative solutions—from conceptualization to execution—ensuring high-quality outcomes and enhanced client satisfaction.
Recent Events
Change in Control. Effective April 10, 2025, there occurred a change in control of our Company. On such date, pursuant to a stock purchase agreement (the “Change-in-Control Agreement”), Zhang Chengcheng acquired 5,000,000 shares of our common stock (the “Control Shares”) from Aftandil Aibekov, the Company’s former Sole Officer and Director. The Control Shares represent approximately 76.10% of the outstanding shares of our common stock and constitute voting control of our company. The total consideration paid by Mr. Zhang for the Control Shares was $264,600 in cash at the closing.
In conjunction with the Change-in-Control Agreement, on April 10, 2026, Mr. Aibekov resigned as President, Chief Executive Officer, Treasurer, Secretary and a Director of the Company, Meltem Alieva resigned as a Director of the Company and Zhang Chengcheng was appointed as the Sole Director, President, Chief Executive Officer, Treasurer and Secretary of the Company.
Letter of Intent. On April 10, 2026, we entered into a Letter of Intent (the “Letter of Intent”) to acquire Taizhou Sentian Sanitary Ware Co., Ltd. (“Taizhou Sentian”), a company owned by our Sole Officer and Director, Zhang Chengcheng. The Letter of Intent contemplates that we would issue a combination of common stock and a new series of preferred stock (the rights and preferences of which are to be determined) in the acquisition. The definitive agreement is expected to be completed by approximately August 31, 2026, following the completion of certain administrative actions required by applicable Chinese law, with a closing to occur shortly thereafter.
Taizhou Sentian was founded in 2008 and is based in Taizhou, Zhejiang Province, China (Yangtze River Delta), within a few miles of Taizhou Luqiao Airport and high-speed rail access and port access. Taizhou Sentian manufactures sanitary ware / bathroom fixtures, including shower panels, simple shower enclosures, garden/outdoor showers, faucets and shower columns. Taizhou Sentian conducts its operations in approximately 12,000 sq. meters of leased building space and employs approximately 100 staff. Taizhou Sentian website is located at cnsentian.com.
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 May 31, 2026, our total assets were $2,450 compared to $10,116 in total assets at February 28, 2026. As of May 31, 2026, our total liabilities were $54,835 compared to $60,280 in total liabilities at February 28, 2026.
Stockholders’ equity was negative $52,385 as of May 31, 2026, compared to negative $50,164 as of February 28, 2026.
Three months ended May 31, 2026 compared to three months ended May 31, 2025. During three months ended May 31, 2026, the Company had $9,000 in revenue compared to $12,000 during three months ended May 31, 2025.
During three months ended May 31, 2026, we incurred expenses of $11,221 compared to $14,275 during three months ended May 31, 2025. Our net loss for the three months ended May 31, 2026, was $2,221 compared to $2,275 during three months ended May 31, 2025.
Liquidity and Capital Resources
As of May 31, 2026, we had cash of $NIL compared to $7,077 as of February 28, 2026. We had negative working capital and a stockholders’ deficit at both dates. We have historically funded our operations through the issuance of convertible promissory notes, with note holders paying expenses directly to vendors on our behalf. We do not currently have any committed sources of additional funding, and we cannot guarantee that we will be able to obtain any such funding in the future on acceptable terms or at all.
We will continue to require additional funding to support our operations, satisfy our existing obligations and maintain our reporting status, including the payment of professional fees, transfer-agent fees and SEC filing-related expenses. There can be no assurance that we will be able to obtain additional funding on terms acceptable to us or at all. The condition of our business raises substantial doubt about our ability to continue as a going concern.
Cash Flows
Cash Flows used by Operating Activities. For the three-month period ended May 31, 2026, net cash flows used in operating activities were $6,132, comprised of net loss of $2,221, depreciation expense of $175, decrease in prepaid expenses of nil and decrease in deferred revenue of $9,000. For the three-month period ended May 31, 2025, net cash flows used in operating activities were $7,600 comprised of net loss of $2,275, depreciation expense of $175, decrease in prepaid expenses of $6,500 and decrease in deferred revenue of $12,000.
Cash Flows from Financing Activities. For the three-month period ended May 31, 2026, net cash flows from financing activities was $(945) compared to $0 for the three-month period ended May 31, 2025, received from loan the related party.
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 28, 2026, 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 our internal control over financial reporting during the three-month period covered by this report that have materially affected, or are reasonably likely to materially affect, our 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
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable to our company.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
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). |
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. | |
| | | | |
| Date: September 14, 2026 | By: | /s/ Zhang Chengcheng | |
| | Zhang Chengcheng | |
| | | Chief Executive Officer | |
| | | and Chief Financial Officer | |
