Minerva Gold changes independent auditor

Minerva Gold Inc. changed its independent auditor.

Accepted by SEC EDGAR 07/09/2026 - 03:46 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

Minerva Gold Inc. changed its independent auditor. On July 7, 2026, the company dismissed Fruci & Associates II, PLLC as its independent registered public accounting firm and, the same day, appointed Boladale Lawal & Co. as the new auditor.

The company states there were no disagreements with Fruci on accounting principles, financial statement disclosure, or audit scope, and no reportable events during the fiscal year ended February 28, 2026 and the subsequent interim period. Fruci provided a letter to the SEC agreeing with these statements, filed as Exhibit 16.1.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Auditor dismissal date: July 7, 2026 New auditor appointment date: July 7, 2026 Most recent fiscal year end: February 28, 2026 +1 more

4 metrics

Auditor dismissal date July 7, 2026 Effective date Fruci & Associates II, PLLC was dismissed

New auditor appointment date July 7, 2026 Effective date Boladale Lawal & Co. was appointed

Most recent fiscal year end February 28, 2026 Period covered in no-disagreement and no-reportable-event statement

Exhibit 16.1 date July 7, 2026 Date of Fruci letter to SEC agreeing with company disclosures

Key Terms

independent registered public accounting firm, reportable events, disagreements, Emerging growth company, +1 more

5 terms

independent registered public accounting firm financial

"Fruci & Associates II, PLLC was dismissed as the independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

reportable events regulatory

"there were no “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K)"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

disagreements financial

"there were no disagreements between the Company and Fruci on any matters of accounting principles"

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Item 304(a)(1)(v) of Regulation S-K regulatory

"“reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What auditor change did Minerva Gold Inc. (MINR) disclose in this 8-K?

Minerva Gold Inc. dismissed Fruci & Associates II, PLLC as its independent registered public accounting firm and appointed Boladale Lawal & Co. effective July 7, 2026. The change covers audits for future periods following fiscal years ended February 28, 2026 and 2025.

Did Minerva Gold Inc. (MINR) report any disagreements with its former auditor?

The company reports no disagreements with Fruci & Associates II, PLLC on accounting principles, financial statement disclosure, or audit scope. It also states there were no reportable events during the fiscal year ended February 28, 2026 and the subsequent interim period through July 7, 2026.

Who is the new independent auditor for Minerva Gold Inc. (MINR)?

Minerva Gold Inc. appointed Boladale Lawal & Co. as its new independent registered public accounting firm effective July 7, 2026. The firm had not previously been consulted on accounting principles, audit opinions, or matters involving disagreements or reportable events during the past two fiscal years.

What letter from the former auditor did Minerva Gold Inc. (MINR) file?

The company filed a letter from Fruci & Associates II, PLLC to the SEC as Exhibit 16.1. The letter, dated July 7, 2026, states that Fruci agrees with Minerva Gold Inc.’s disclosures about the auditor change and related absence of disagreements or reportable events.

Does Minerva Gold Inc. (MINR) qualify as an emerging growth company?

The filing indicates Minerva Gold Inc. is considered an emerging growth company under applicable SEC rules. This status generally allows certain reduced disclosure and compliance requirements, which can affect the level and timing of financial and governance information the company must provide to investors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

_____________________

FORM 8-K

_____________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 9, 2026 (July 7, 2026)

Minerva Gold Inc.

(Exact name of registrant as specified in its charter)

333-255403		98-1588963
(Commission File Number)		(IRS Employer Identification Number)

Room 1503, Building 3, Xinshijihaoyuan,

Jiankang West Road, Qingjiangpu District,

Huaian City, Jiangsu Province

China

(Address of Principal Executive Offices

(State or other jurisdiction of incorporation or organization)

+86 15261421229

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 4.01. Changes in Registrant’s Certifying Accountant.

(a) 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.

(b) 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 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description

16.1		Letter from Fruci & Associates II, PLLC to the Securities and Exchange Commission, dated July 7, 2026

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MINERVA GOLD INC.

Date: July 9, 2026	By:	/s/ Zhang Chengcheng
		Zhang Chengcheng
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents