U.S. SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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 ~~NOVEMBER~~MAY 3031, ~~2024~~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-~~255172~~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.

12/1 Kunayev str, IA 17

Nur-Sultan, 010000, Kazakhstan

(725) 225-1800

(Address and telephone number of registrant’'s executive office)

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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	☒	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 checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No No☒

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

Applicable Only to Corporate Registrants

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class	Outstanding as of ~~January~~July 1014, 2025
Common Stock, $0.001	6,570,000

	MINERVA GOLD INC.
Part I	Financial information	3	3
Item 1	Financial statements (unaudited)
Item 2	Management’s discussion and analysis of financial condition and results of operations	10	11
Item 3	Quantitative and qualitative disclosures about market risk	12	13
Item 4	Controls and procedures	12	13
PART II	Other Information
Item 1	Legal proceedings	13	14
Item 2	Unregistered sales of equity securities and use of proceeds	13	14
Item 3	Defaults upon senior securities	13	14
Item 4	Mine safety disclosures	13	14
Item 5	Other information	13	14
Item 6	Exhibits	14	15
	Signatures	15	16

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PART I. FINANCIAL INFORMATION

MINERVA GOLD INC.BALANCE SHEETS
	NOVEMBER 30, 2024(UNAUDITED)			FEBRUARY 29, 2024(AUDITED)
	MAY 31,2025(UNAUDITED)			FEBRUARY 28, 2025(AUDITED)
ASSETS
Current Assets
Cash & cash equivalents	$	~~100~~9,580		$	-17,180
Total current assets		100			-
Prepaid expenses		-			6,500
Other non-current assets		3,500			58
Total current assets		9,580			23,680
Total non-current assets		3,500			58
Other non-current assets		3,150			3,325
TOTAL ASSETS	$	3,600		$	58
Total non-current assets		3,150			3,325
TOTAL ASSETS	$	12,730		$	27,005
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	4,520		$	-
Deferred revenue	$	-		$	12,000
Loans from related parties		55,780			3355,~~710~~780
Total current liabilities		6055,~~300~~780			3367,~~710~~780
Total Liabilities		6055,~~300~~780			3367,~~710~~780
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		(9379,~~100~~450	)		(7077,~~052~~175	)
Total Stockholders’ equity (deficit)		(5643,~~700~~050	)		(3340,~~652~~775	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	312,~~600~~730		$	5827,005

The accompanying notes are an integral part of these financial statements

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MINERVA GOLD INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	THREE MONTHSENDEDNOVEMBER 30,2024			THREE MONTHSENDEDNOVEMBER 30,2023			NINE MONTHSENDEDNOVEMBER 30,2024			NINE MONTHSENDEDNOVEMBER 30,2023
	THREE MONTHS ENDED MAY 31, 2025			THREE MONTHS ENDED MAY 31, 2024
Revenue	$	-12,000		$	-		$	-		$	-
OPERATING EXPENSES
General and administrative expenses		414,~~668~~275			~~992~~13,398			~~23,048~~			~~16,140~~
Total Operation expenses		(414,~~668~~275	)		~~(992~~13,398	)		~~(23,048~~	)		~~(16,140~~	)
Income (Loss) before provision for income taxes		(42,~~668~~275	)		(~~992~~13,398	)		~~(23,048~~	)		~~(16,140~~	)
Provision for income taxes		-			-			-			-
Net income (loss)	$	(42,~~668~~275	)	$	(~~992~~13,398	)	$	~~(23,048~~	)	$	~~(16,140~~	)
Income (loss) per common share:
Basic and Diluted	$	(0.00	)	$	(0.00	)	$	~~(0.00~~	)	$	~~(0.00~~	)
Weighted Average Number of Common Shares Outstanding:
Basic and Diluted		6,570,000			6,570,000			~~6,570,000~~			~~6,570,000~~

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

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MINERVA GOLD INC.

~~STATEMENTS~~STATEMENT OF ~~STOCKHOLDER~~CHANGES IN STOCKHOLDERS’S EQUITY ~~(DEFICIT)~~

FOR THE PERIODS ENDED ~~NOVEMBER~~MAY 3031, ~~2023~~2024 AND ~~NOVEMBER~~MAY 3031, ~~2024~~2025

(UNAUDITED)

	Number ofCommonShares		Amount		Additional Paid-In-Capital		Deficitaccumulated			Total
Balances as of February 28, 2023		6,570,000	$	6,570	$	29,830	$	(34,392	)	$	2,008
Net loss		-		-		-		(11,593	)		(11,593	)
Balances as of May 31, 2023		6,570,000	$	6,570	$	29,830	$	(45,985	)	$	(9,585	)
Net loss		-		-		-		(3,555	)		(3,555	)
Balances as of August 31, 2023		6,570,000	$	6,570	$	29,830	$	(49,540	)	$	(13,140	)
Net loss		-		-		-		(992	)		(992	)
Balances as of November 30, 2023		6,570,000	$	6,570	$	29,830	$	(50,531	)	$	(14,131	)
Balances as of February 29, 2024		6,570,000	$	6,570	$	29,830	$	(70,052	)	$	(33,652	)
Net loss		-		-		-		(13,398	)		(13,398	)
Balances as of May 31, 2024		6,570,000	$	6,570	$	29,830	$	(83,450	)	$	(47,050	)
Net loss		-		-		-		(4,982	)		(4,982	)
Balances as of February 28, 2025		6,570,000	$	6,570	$	29,830	$	(77,175	)	$	(40,775	)
Balances as of August 31, 2024		6,570,000	$	6,570	$	29,830	$	(88,432	)	$	(52,032	)
Net loss		-		-		-		(2,275	)		(2,275	)
Net loss		-		-		-		(4,668	)		(4,668	)
Balances as of May 31, 2025		6,570,000	$	6,570	$	29,830	$	(79,450	)	$	(43,050	)
Balances as of November 30, 2024		6,570,000	$	6,570	$	29,830	$	(93,100	)	$	(56,700	)

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

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MINERVA GOLD INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	NINE MONTHS ENDED NOVEMBER 30,2024			NINE MONTHS ENDED NOVEMBER 30,2023
	THREE MONTHS ENDED MAY 31, 2025			THREE MONTHS ENDED MAY 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(23,048	)	$	(16,140	)
Net income (loss)	$	(2,275	)	$	(13,398	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation expense		175			58
Changes in operating assets and liabilities:
Accounts payable		4,520			100
Decrease in Prepaid expense		6,500
Depreciation expense		58			173
Changes in Accounts payable		-			-
Net cash used by Operating activities		(18,470	)		(15,867	)
Deferred Revenue		(12,000	)		-
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used by Operating activities		(7,600	)		(13,340	)
Purchase of fixed assets	$	(3,500	)	$	-
Net cash used in investing activities		(3,500	)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		-			-
Proceeds of loan from shareholder		-			13,340
Proceeds of loan from shareholder		22,070			1,067
Net cash provided by Financing activities		-			13,340
Net cash provided by Financing activities		22,070			1,067
Increase (decrease) in cash and equivalents		(7,600	)		-
Increase (decrease) in cash and equivalents		100			(14,800	)
Cash and equivalents at beginning of the period		17,180			-
Cash and equivalents at beginning of the period		-			14,800
Cash and equivalents at end of the period	$	9,580		$	-
Cash and equivalents at end of the period	$	100		$	-
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 UNAUDITED FINANCIAL STATEMENTS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~NOVEMBER~~MAY 3031, ~~2024~~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 ~~November~~May 3031, ~~2024,~~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 a loss from inception (February 24, 2021) to ~~November~~May 3031, ~~2024,~~2025 of $9379,~~100~~450. These factors, among others, raise substantial doubt about the ability of the ~~Company~~company to continue as a going concern for a reasonable period of time.

~~Management~~In ~~has~~order ~~assessed~~to continue as a going concern, the Company’s ~~current~~will ~~financial~~need, ~~condition~~among ~~and~~other ~~plans~~things, additional capital resources. Management’s plan is to ~~continue~~obtain assuch aresources ~~going~~for ~~concern.~~the InCompany ~~its~~by ~~assessment,~~obtaining capital from management ~~acknowledges~~and ~~that~~significant ~~there~~shareholders issufficient ~~substantial~~to ~~doubt~~meet ~~about~~its ~~the~~minimal ~~Company’s~~operating ~~ability~~expenses toand ~~continue~~seeking asthird aparty ~~going~~equity ~~concern~~and/or ~~within~~debt ~~one~~financing. ~~year~~However, ~~from~~management cannot provide any assurances that the ~~issuance~~Company will be successful in accomplishing any of ~~these~~its plans. These financial statements. ~~Management’s~~do ~~plan~~not isinclude toany ~~address~~adjustments ~~this~~related ~~uncertainty~~to bythe ~~securing~~recoverability ~~additional~~and ~~capital~~classification ~~resources~~of ~~through~~assets ~~funding~~or ~~from~~the ~~management~~amounts and ~~significant~~classification ~~shareholders,~~of asliabilities ~~well~~that asmight ~~pursuing~~be ~~third-party~~necessary ~~equity~~should ~~and/or~~the ~~debt~~Company ~~financing~~be unable to ~~meet~~continue ~~the~~as ~~Company’s~~a ~~minimal~~going ~~operating expenses~~concern.

While management is actively seeking these additional sources of capital, there can be no assurance that the Company will be successful in obtaining the necessary financing. If the Company is unable to raise sufficient capital, it may be unable to continue as a going concern, and adjustments to the financial statements may be required, including potential impairment of assets and the reclassification of liabilities. These financial statements do not include any such adjustments, as management’s plans have not yet been realized.

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 ~~November~~May 3031, ~~2024~~2025, the company has $~~100~~9,580 in the bank account.

Stock-Based Compensation

As of ~~November~~May 3031, ~~2024~~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, ~~none~~by the Financial Accounting Standards Board (FASB). Management has evaluated all recent accounting pronouncements issued through the date of ~~which~~this ~~are~~filing ~~expected~~and todoes not believe any of these standards will have a material impact on ~~our~~the Company’s financial position, results of operations, or cash flows upon adoption.

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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 ~~November~~May 3031, ~~2024~~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.

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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.

~~Company~~During ~~purchased~~the ~~computer~~year ~~equipment~~ended onFeb ~~May~~28, 242025, ~~2021~~Company purchased website for $~~690~~3,500. The Company depreciates its property using straight-line depreciation over the estimated useful life of 35 years. Company charged $58175 as depreciation expense for the ~~nine-~~three month period ended ~~November~~May 3031, ~~2024~~2025.

~~Other~~Revenue ~~Assets~~Recognition

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

~~The~~1. ~~Company~~Identify ~~accounts~~the ~~for~~contract ~~website~~with ~~development~~a ~~costs~~customer in– ~~accordance~~A ~~with~~contract ~~ASC~~is ~~350-40:~~an ~~Internal-Use~~agreement ~~Software.~~between ~~Costs~~two ~~incurred~~or ~~during~~more ~~the~~parties ~~preliminary~~that ~~project~~creates ~~stage~~enforceable (erights and obligations.g 2., ~~planning~~Identify ~~and~~the ~~evaluation)~~performance obligations in the contract – Performance obligations are ~~expensed~~promises asin ~~incurred~~a contract to transfer goods or services to a customer. ~~Costs~~3. ~~incurred~~Determine ~~during~~the transaction price – The transaction price is the ~~application~~amount ~~development~~of ~~stage~~consideration (ethe Company expects to be entitled to in exchange for transferring promised services.g 4., ~~design,~~Allocate ~~coding~~the transaction price to the performance obligations – If a contract contains more than one performance obligation, ~~and~~the ~~testing~~transaction price is allocated to each based on relative standalone selling prices. 5. Recognize revenue when (or as) the performance obligations are ~~capitalized~~satisfied as– ~~other~~Revenue ~~assets,~~is ~~provided~~recognized ~~the~~when ~~costs~~control ~~meet~~of the ~~criteria~~promised ~~for~~goods ~~capitalization~~or ~~under~~services ~~ASC~~is ~~350-40~~transferred to the customer.

~~Amortization~~The ~~Policy:~~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.

~~Capitalized~~Deferred website development costs are amortized on a straight-line basis over their estimated useful life, which is three years, starting when the website is substantially complete and placed into service. As of November 30, 2024, no amortization has been recorded because the website was not yet placed into service. Once operational, the Company will commence amortization in accordance with this policy.Revenue

8Deferred |revenue ~~Page~~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 ~~November~~May 3031, ~~2024~~2025, the Company had 6,570,000 shares issued and outstanding for total proceeds of $36,400.

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 ~~November~~May 3031, ~~2024~~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 ~~November~~May 3031, ~~2024~~2025, the amount outstanding was $55,780. The loan is non-interest bearing, due upon demand and unsecured.

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NOTE 6 - COMMITMENTS AND CONTINGENCIES

On March 29, 2023, Minerva Gold Inc. signed a Mineral Property Option Agreement with Tuzashuu Ken Limited Liability Company, ~~which~~that holds License No. 5862 MP for the exploration of the Arsy deposit. According to this Agreement, in order to ~~maintain~~keep the Option, the Company was obligated to make aggregate cash payments of $500,000 within ~~nine~~six months of ~~the~~ execution of the ~~Share Purchase Agreement (~~SPA), fund exploration and development work on the ~~property~~Property in 2024 totaling at least $300,000, and transfer to the Optioner nonot 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 the date ~~the~~of ~~financial~~this ~~statements~~Quarterly ~~were issued~~Report, the Company ~~has~~does not ~~executed~~have ~~the~~any ~~SPA,~~material ~~made~~commitments ~~the~~other ~~required~~that ~~cash~~discussed ~~payments,~~in orthe ~~funded~~Mineral ~~any~~Property ~~exploration~~Option orAgreement. ~~development~~As ~~work~~of onMay ~~the~~31, ~~property. Consequently~~2025, ~~since~~ the ~~period~~Company ~~for~~is ~~meeting~~not ~~the~~aware ~~initial~~of ~~obligations~~any ~~has~~contingent ~~passed~~liabilities, ~~the~~legal ~~Option~~disputes, ~~Agreement~~and isother ~~considered~~obligations ~~terminated,~~that ~~and~~could impact the ~~Company~~company's nofinancial ~~longer~~position ~~holds~~and ~~any~~that ~~rights~~should tobe reflected in the ~~Arsy~~financial ~~deposit~~statements.

As of the date of this Quarterly Report, the Company does not have any material commitments other than those previously discussed in this Note. As of November 30, 2024, the Company is not aware of any contingent liabilities, legal disputes, or other obligations that could impact its financial position and that should be reflected in the financial statements.

NOTE 7 - SUBSEQUENT EVENT

OnThe ~~December~~Company 6,has ~~2024,~~evaluated ~~the~~subsequent ~~Company~~events ~~received~~from aMay ~~prepayment of $12~~31,~~000~~ ~~for~~2025 to the ~~design~~date ~~and~~the ~~planning~~financial ofstatements ~~various~~were ~~facilities~~issued ~~for~~and ahas ~~hotel,~~determined inthat ~~accordance~~there ~~with~~are ano ~~contract~~items ~~dated~~to ~~November 3, 2024~~disclose.

On10 ~~December~~| ~~12,~~page ~~2024,~~Table ~~the Company received a prepayment~~ of ~~$14,000 for architectural design and documentation services for a residential house, in accordance with a ARCHITECTURAL SERVICES AGREEMENT No. A12-09-2024, dated December 9, 2024.~~Contents

9ITEM |2. ~~Page~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

~~ITEM~~FORWARD 2.LOOKING ~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION~~STATEMENTS

~~FORWARD~~Statements ~~LOOKING~~made ~~STATEMENTS~~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.

~~Statements~~DESCRIPTION ~~made~~OF 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.BUSINESS

~~DESCRIPTION~~We OFwere ~~BUSINESS~~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.

WeFor ~~were incorporated on February 24, 2021 in~~ the ~~State~~first ofquarter ~~Nevada.~~ending WeMay ~~are~~31, ~~a start-up company which is in the mineral property exploration business. We started operating activities~~2025, ~~which include~~ the ~~incorporation of our~~ company, ~~the~~realized ~~initial equity funding by our officer and director~~$12,000 ~~developing our business plan, engaging~~ in ~~market~~revenue ~~research~~from ~~and~~its ~~the~~design ~~execution~~services ofunder ~~consulting~~Contract ~~contract with a geologist~~No. 11/03/2024.

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

~~RESULTS~~Our OFfinancial ~~OPERATIONS~~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.

~~Our~~We ~~financial~~expect ~~statements have been prepared assuming that~~ we will ~~continue~~require asadditional acapital ~~going~~to ~~concern~~meet ~~and,~~our ~~accordingly, do~~long-term ~~not~~operating ~~include~~requirements. ~~adjustments~~We ~~relating~~expect to ~~the~~raise ~~recoverability~~additional ~~and~~capital ~~realization~~through, ofamong ~~assets~~other ~~and~~things, ~~classification~~the sale of ~~liabilities~~equity ~~that~~or ~~might~~debt ~~be necessary should we be unable to continue in operation~~securities.

WeAs ~~expect~~of weMay ~~will~~31, ~~require~~2025, ~~additional~~our ~~capital~~total assets were $12,730 compared to ~~meet~~$27,005 ~~our~~in ~~long-term~~total ~~operating~~assets ~~requirements~~at February 28, 2025. WeAs ~~expect~~of toMay ~~raise~~31, ~~additional~~2025, ~~capital~~our ~~through~~total liabilities were $55,780 ~~among~~compared ~~other~~to ~~things~~$67,780 ~~the~~in ~~sale~~total ofliabilities ~~equity~~at orFebruary ~~debt~~28, ~~securities~~2025.

AsStockholders’ ofequity ~~November~~was ~~30,~~negative ~~2024, our total assets were~~ $343,~~600~~050 ~~compared~~as ~~to $58 in total assets at February 29, 2024. As~~ of ~~November~~May 3031, ~~2024,~~2025 ~~our total liabilities were $60,300~~ compared to negative $3340,~~710~~775 inas ~~total~~of ~~liabilities at~~ February 2928, ~~2024~~2025.

~~Stockholders’~~11 ~~equity~~| ~~was~~page ~~negative~~Table ~~$56,700 as~~ of ~~November 30, 2024 compared to negative $33,652 as of February 29, 2024.~~Contents

10Three |months ~~Page~~ended May 31, 2025 compared to three months ended May 31, 2024

~~Three months ended November 30, 2024 compared to three months ended November 30, 2023~~Revenue

During three months ended ~~November~~May 3031, ~~2024~~2025, wethe ~~incurred~~Company ~~expenses~~had of $412,~~668~~000 ~~compared~~in torevenue ~~$992 during three months ended November 30, 2023. Our net loss for the three months ended November 30, 2024 was $4,668~~ compared to $~~992~~0 during three months ended ~~November~~May 3031, ~~2023~~2024.

~~Nine~~During three months ended ~~November~~May 3031, 2025, we incurred expenses of $14,275 compared to $13,398 during three months ended May 31, 2024. Our net loss for the three months ended May 31, 2025 was $2,275 compared to ~~nine~~$13,398 during three months ended ~~November~~May 3031, ~~2023~~2024.

~~During~~Cash ~~nine~~Flows ~~months~~used ~~ended~~by ~~November~~Operating 30, 2024, we incurred expenses of $23,048 compared to $16,140 during nine months ended November 30, 2023. Our net loss for the nine months ended November 30, 2024 was $23,048 compared to $16,140 during nine months ended November 30, 2023. Activities

~~Cash~~For ~~Flows~~the three-month period ended May 31, 2025, net cash flows used byin ~~Operating~~operating ~~Activities~~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. For the three-month period ended May 31, 2024 net cash net cash flows used in operating activities were $13,340 comprised of net loss of $13,398 and depreciation expense of $58.

~~For~~Cash ~~the~~Flows ~~nine-month~~from ~~period~~Financing ended November 30, 2024, net cash flows used in operating activities were $18,470 comprised of net loss of $23,048 and depreciation expense of $58 and increase in accounts payable of $4,520. For the nine-month period ended November 30, 2023 net cash net cash flows used in operating activities were $15,867 comprised of net loss of $16,140, increase in accounts payable of $100 and depreciation expense of $173.Activities

~~Cash~~For ~~Flows~~the three-month period ended May 31, 2025, net cash flows from ~~Investing~~financing ~~Activities~~activities was $-0- compared to $13,340 for the three-month period ended May 31, 2024 received from loan the related party.

~~Cash~~PLAN ~~flows~~OF ~~used~~OPERATION inAND ~~investing activities during nine-month period ended November 30, 2024 were $3,500 compared to $-0- during the nine-month period ended November 30, 2023.~~ FUNDING

~~Cash~~We ~~Flows~~expect ~~from~~that ~~Financing~~working ~~Activities~~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.

~~For~~While ~~the~~existing ~~nine-month~~working ~~period~~capital ~~ended~~is ~~November~~currently 30unavailable, ~~2024~~further advances, ~~net~~debt instruments, and anticipated cash ~~flows~~flow ~~from~~are ~~financing~~expected ~~activities~~to ~~were~~be ~~$22~~adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally,~~070~~ ~~received~~we ~~from~~have ~~loan~~financed operations to date through the ~~related~~proceeds ~~party~~of ~~compared~~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: $1(i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities,~~067~~ ~~for~~and ~~the~~debt ~~nine~~issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-~~month~~term ~~period~~operating ~~ended~~requirements. ~~November~~Additional 30issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, ~~2023~~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.

~~PLAN~~12 OF| ~~OPERATION~~page ~~AND~~Table ~~FUNDING~~of Contents

WeOFF-BALANCE ~~expect~~SHEET 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.ARRANGEMENTS

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

11GOING ~~| Page~~CONCERN

~~OFF-BALANCE~~The ~~SHEET~~independent ~~ARRANGEMENTS~~registered public accounting firm auditors' report accompanying our February 28, 2025 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.

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

GOING CONCERN

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

Changes in Internal Controls over Financial Reporting

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

1213 | ~~Page~~page Table of Contents

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No senior securities were issued and outstanding during the ~~nine~~three-month period ended ~~November~~May 3031, ~~2024~~2025.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to our Company.

ITEM 5. OTHER INFORMATION

None.

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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).

1415 | ~~Page~~page Table of Contents

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: January 10, 2025	By:	/s/ Aftandil Aibekov
Dated: July 14, 2025	By:	/s/ Aftandil Aibekov
		Aftandil Aibekov, President and Chief Executive Officer and Chief Financial Officer

1516 | ~~Page~~page

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