Minerva Gold Inc. Files 2024 Annual Report on Form 10-K

TL;DR

<b>Minerva Gold Inc. has filed its annual 10-K report for the fiscal year ending February 29, 2024, detailing its corporate information and regulatory compliance.</b>

AI Summary

Minerva Gold Inc. (MINR) filed a Annual Report (10-K) with the SEC on May 16, 2024. Minerva Gold Inc. filed its annual report for the fiscal year ended February 29, 2024. The company is incorporated in Nevada and its principal executive offices are located in Nur-Sultan, Kazakhstan. The filing is a Form 10-K, indicating an annual report under the Securities Exchange Act of 1934. The company's IRS Employer Identification Number is 98-1588963. Minerva Gold Inc. is classified under Standard Industrial Classification 1000 (Metal Mining).

Why It Matters

For investors and stakeholders tracking Minerva Gold Inc., this filing contains several important signals. This filing provides stakeholders with a comprehensive overview of Minerva Gold Inc.'s financial performance and operational status for the fiscal year 2024. As a publicly traded company, the 10-K filing is a mandatory disclosure that ensures transparency and allows investors to make informed decisions.

Risk Assessment

Risk Level: low — Minerva Gold Inc. shows low risk based on this filing. The filing is a standard annual report (10-K) and does not contain immediate red flags or significant negative developments, indicating a routine disclosure.

Analyst Insight

Review the full 10-K filing for detailed financial statements, risk factors, and management discussion to assess Minerva Gold Inc.'s operational performance and future outlook.

Key Numbers

• 2024-02-29 — Fiscal Year End (Date of fiscal year end)
• 10-K — Form Type (Type of SEC filing)
• 98-1588963 — IRS EIN (Employer Identification Number)
• 1000 — SIC Code (Standard Industrial Classification code for Metal Mining)

Key Players & Entities

• Minerva Gold Inc. (company) — Registrant name
• February 29, 2024 (date) — Fiscal year end date
• Nevada (jurisdiction) — State of incorporation
• Nur-Sultan, Kazakhstan (location) — Principal executive offices address
• 98-1588963 (identifier) — IRS Employer Identification Number
• 1000 (industry_code) — Standard Industrial Classification
• 333-255403 (identifier) — Commission File Number
• 1934 Act (regulation) — Securities Exchange Act

FAQ

Industry Context

Minerva Gold Inc. operates within the Metal Mining industry, a sector characterized by exploration, extraction, and processing of mineral resources.

Regulatory Implications

The filing adheres to the requirements of the Securities Exchange Act of 1934, specifically Section 13 or 15(d), for annual reporting.

What Investors Should Do

1. Analyze the financial statements within the 10-K for revenue, expenses, and profitability trends.
2. Review the 'Risk Factors' section for potential challenges and uncertainties facing Minerva Gold Inc.
3. Examine the 'Management's Discussion and Analysis of Financial Condition and Results of Operations' for insights into business strategy and performance drivers.

Key Dates

• 2024-02-29: Fiscal Year End — Marks the end of the reporting period for the 10-K filing.
• 2024-05-16: Filing Date — Date the 10-K report was officially filed with the SEC.

Year-Over-Year Comparison

This is the initial 10-K filing for the fiscal year ended February 29, 2024, following the company's reporting cycle.

Key Financial Figures

• $70,052 — of February 29, 2024, we had deficit of $70,052. Our financial statements have been pre
• $35,660 — total expenses and professional fees of $35,660 compared to $17,669 during the year end
• $17,669 — rofessional fees of $35,660 compared to $17,669 during the year ended February 28, 2023
• $58 — February 29, 2024 our total assets were $58 compared to $15,087 in total assets at
• $15,087 — 4 our total assets were $58 compared to $15,087 in total assets at February 28, 2023. A
• $33,710 — 29, 2024, our current liabilities were $33,710 compared to $13,079 as of February 28,
• $13,079 — nt liabilities were $33,710 compared to $13,079 as of February 28, 2023. Stockholders'
• $33,652 — ry 28, 2023. Stockholders' deficit was $33,652 as of February 29, 2024 compared to sto
• $2,008 — 024 compared to stockholders' equity of $2,008 as of February 28, 2023. 4 | Page T
• $35,631 — flows used in operating activities was $35,631 consisting of net loss of $35,660, decr
• $200 — 35,660, decrease in accounts payable of $200 and depreciation expense of $231. For t
• $231 — ble of $200 and depreciation expense of $231. For the year ended February 28, 2023,
• $17,238 — flows used in operating activities was $17,238 consisting of net loss of $17,669, acco
• $20,831 — g the year ended February 29, 2024 were $20,831, consisting entirely of loan from share
• $3,906 — ly of loan from shareholder compared to $3,906 for the year ended February 28, 2023.

Filing Documents

• mine_10k.htm (10-K) — 276KB
• mine_ex311.htm (EX-31.1) — 11KB
• mine_ex321.htm (EX-32.1) — 5KB
• mine_10kimg2.jpg (GRAPHIC) — 4KB
• mine_10kimg3.jpg (GRAPHIC) — 3KB
• 0001477932-24-003036.txt (&nbsp;) — 1475KB
• mine-20240229.xsd (EX-101.SCH) — 18KB
• mine-20240229_lab.xml (EX-101.LAB) — 103KB
• mine-20240229_cal.xml (EX-101.CAL) — 20KB
• mine-20240229_pre.xml (EX-101.PRE) — 81KB
• mine-20240229_def.xml (EX-101.DEF) — 20KB
• mine_10k_htm.xml (XML) — 94KB

Risk Factors

Risk Factors 3 ITEM 1B Unresolved Staff Comments 3 ITEM 1C Cybersecurity 3 ITEM 2

Properties

Properties 3 ITEM 3

Legal Proceedings

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

Selected Financial Data 4 ITEM 7

Management's Discussion and Analysis and Results of Operations

Management's Discussion and Analysis and Results of Operations 4 ITEM 7A

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 5 ITEM 8

Financial Statements and Supplementary Data

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

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

Executive Compensation 8 ITEM 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 9 ITEM 13 Certain Relationships, Related Transactions 9 ITEM 14 Principal Accountant Fees and Services 9 Part IV ITEM 15 Exhibits and Financial Statement Schedules 10 2 | Page Table of Contents PART I

DESCRIPTION OF BUSINESS

ITEM 1. DESCRIPTION OF BUSINESS

FORWARD-LOOKING STATEMENTS

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. We are a start-up company which is in the mineral property exploration business. We started operating activities, which include the incorporation of our company, the initial equity funding by our sole officer and director, developing our business plan, engaging in market research and the execution of consulting contract with a geologist. On March 29, 2023, Minerva Gold Inc. signed a Mineral Property Option Agreement with Tuzashuu Ken Limited Liability Company that holds the License No.5862 MP for the exploration of the Arsy deposit.

RISK FACTORS

ITEM 1A. RISK FACTORS Not applicable.

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS None.

CYBERSECURITY

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 2024. Despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident.

PROPERTIES

ITEM 2. PROPERTIES We do not own any property.

LEGAL PROCEEDINGS

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.

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. 3 | Page Table of Contents PART II

MARKET FOR EQUITY SECURITIES AND OTHER SHAREHOLDER MATTERS

ITEM 5. MARKET FOR EQUITY SECURITIES AND OTHER SHAREHOLDER MATTERS MARKET INFORMATION As of May 15, 2024, the 6,570,000 issued and outstanding shares of common stock were held by a total of 29 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.

SELECTED FINANCIAL DATA

ITEM 6. SELECTED FINANCIAL DATA Not Applicable.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

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 29, 2024, we had deficit of $70,052. 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 29, 2024 compared to year ended February 28, 2023 Operating Expenses During the year ended February 29, 2024, we incurred total expenses and professional fees of $35,660 compared to $17,669 during the year ended February 28, 2023. 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 29, 2024 was $35,660 compared to $17,669 for the year ended February 28, 2023. LIQUIDITY AND CAPITAL RESOURCES As at February 29, 2024 our total assets were $58 compared to $15,087 in total assets at February 28, 2023. As at February 29, 2024, our current liabilities were $33,710 compared to $13,079 as of February 28, 2023. Stockholders' deficit was $33,652 as

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. 5 | Page Table of Contents

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm F-1 Balance Sheets as of February 29, 2024 and February 28, 2023 F-2 F-3 F-4 F-5 Notes to the Financial Statements F-6 -F-8 6 | Page Table of Contents 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 29, 2024 and February 28, 2023, and the related statements of operations, stockholders' equity (deficit), and cash flows for each of the years in the two-year period ended February 29, 2024, 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 29, 2024 and February 28, 2023 and the results of its operations and its cash flows for each of the years in the two-year period ended February 29, 2024, 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 revenues sufficient to cover its operating costs and allow it to continue as a going concern. This factor, among others, raises substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding this matter are also described in Note 2. The fina

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