U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Mark One
FOR THE QUARTERLY PERIOD ENDED
For the transition period from ______ to _______
COMMISSION FILE NO.
(Exact name of registrant as specified in its charter) |
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(State or Other Jurisdiction of Incorporation or Organization) |
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Minerva Gold Inc.
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(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.
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).
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 | ☐ |
☒ | Emerging growth company | ||
Smaller reporting company |
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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
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
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 October 3, 2022 |
Common Stock, $0.001 |
| MINERVA GOLD INC. |
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Item 1 | Financial statements (unaudited) |
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Management’s discussion and analysis of financial condition and results of operations |
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| Table of contents |
PART I. FINANCIAL INFORMATION
MINERVA GOLD INC.
BALANCE SHEETS
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| FEBRUARY 28, 2022 (AUDITED) |
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ASSETS |
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Current Assets |
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Cash cash equivalents |
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Total current assets |
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Other non-current assets |
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Total non-current assets |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
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Accounts payable |
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Loans from related parties |
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Total current liabilities |
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Total Liabilities |
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Commitments and contingencies |
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Common stock, $ |
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Additional Paid-In-Capital |
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Accumulated Deficit |
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Total Stockholders’ equity (deficit) |
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Total Liabilities and Stockholders’ Equity (Deficit) |
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The accompanying notes are an integral part of these financial statements
| 3 | page |
| Table of contents |
MINERVA GOLD INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
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| THREE MONTHS ENDED AUGUST 31, 2022 |
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| THREE MONTHS ENDED AUGUST 31, 2021 |
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| SIX MONTHS ENDED AUGUST 31, 2022 |
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Revenue |
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OPERATING EXPENSES |
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General and administrative expenses |
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Total Operation expenses |
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Income (Loss) before provision for income taxes |
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Provision for income taxes |
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Net income (loss) |
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Income (loss) per common share: |
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Basic and Diluted |
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Weighted Average Number of Common Shares Outstanding: |
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Basic and Diluted |
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The accompanying notes are an integral part of these financial statements.
| 4 | page |
| Table of contents |
MINERVA GOLD INC.
STATEMENTS OF STOCKHOLDER’S EQUITY (DEFICIT)
FOR THE SIX MONTHS PERIODS ENDED AUGUST 31, 2021 AND AUGUST 31, 2022
(UNAUDITED)
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Balances as of February 28, 2021 |
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Net loss |
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Balances as of May 31, 2021 |
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Net loss |
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Balances as of August 31, 2021 |
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Balances as of February 28, 2022 |
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Net loss |
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Balances as of May 31, 2022 |
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Net loss |
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Balances as of August 31, 2022 |
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The accompanying notes are an integral part of these financial statements.
| 5 | page |
| Table of contents |
MINERVA GOLD INC.
STATEMENT OF CASH FLOWS
(UNAUDITED)
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| SIX MONTHS ENDED AUGUST 31, 2022 |
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| SIX MONTHS ENDED AUGUST 31, 2021 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
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Depreciation expense |
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Net cash used by Operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Purchase of fixed assets |
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Net cash used in investing activities |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from sale of common stock |
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Proceeds of loan from shareholder |
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Net cash provided by Financing activities |
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Increase (decrease) in cash and equivalents |
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Cash and equivalents at beginning of the period |
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Cash and equivalents at end of the period |
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Supplemental cash flow information: |
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Cash paid for: |
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Interest |
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Taxes |
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The accompanying notes are an integral part of these financial statements.
| 6 | page |
| Table of contents |
MINERVA GOLD INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED AUGUST 31, 2022
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
NOTE 2 - GOING CONCERN
The Company’s financial statements as of August 31, 2022 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 August 31, 2022 of $
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 August 31, 2022, the company has $
Stock-Based Compensation
As of August 31, 2022, 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 of which are expected to a have a material impact on our financial position, operations or cash flows.
| 7 | page |
| Table of contents |
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 August 31, 2022.
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.
Company purchased computer equipment on May 24, 2021 for $
| 8 | page |
| Table of contents |
Risks and Uncertainties
In December 2019, a novel strain of coronavirus surfaced in China, which has and is continuing to spread throughout the world, including the United States and Kazakhstan. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern,” and on March 11, 2020, the World Health Organization characterized the outbreak as a “pandemic”. The Company is not able to predict the ultimate impact that COVID -19 will have on its business; however, if the current economic conditions continue, the Company will be forced to significantly scale back its business operations and its growth plans, and could ultimately have a significant negative impact on the Company.
NOTE 4 - CAPITAL STOCK
The Company has
On February 25, 2021, the Company issued
In September and October 2021, the Company issued
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 August 31, 2022, the Company’s sole officer and director loaned the Company $
NOTE 6 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events from August 31, 2022 to October 3, 2022 open for (date the financial statements were issued) and has determined that there are no items to disclose.
| 9 | page |
| Table of contents |
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.
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. As a result of this agreement, we have located first potential mineral property. On August 3, 2021, Minerva Gold Inc. signed a Mineral Property Option Agreement with GLOBMINE Limited Liability Partnership that holds (i) the License No.824 for the exploration of the Kairakty 1 Central site, which is an integral part of the Kairakty Mineragenic Zone. Site is located in the Khromtau and Mugalzhar districts, Aktobe region, West Kazakhstan. The area is 15,6 km2; and (ii) the License No. 877 for the exploration of the Kairakty 1 North-East site, which is an integral part of the Kairakty Mineragenic Zone. Site is also located in the Khromtau district, Aktobe region, West Kazakhstan.
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 August 31, 2022, our total assets were $19,725 compared to $28,650 in total assets at February 28, 2022. As of August 31, 2022, our total liabilities were $11,229 compared to $8,973 in total liabilities at February 28, 2022.
Stockholders’ equity was $8,496 as of August 31, 2022 compared to $19,677 as of February 28, 2022.
| 10 | page |
| Table of contents |
Three months ended August 31, 2022 compared to three months ended August 31, 2021
During three months ended August 31, 2022, we incurred expenses of $2,837 compared to $3,682 during three months ended August 31, 2021. Our net loss for the three months ended August 31, 2022 was $2,837 compared to $3,682 during three months ended August 31, 2021.
Six months ended August 31, 2022 compared to six months ended August 31, 2021
During six months ended August 31, 2022, we incurred expenses of $11,181 compared to $6,215 during six months ended August 31, 2021. Our net loss for the six months ended August 31, 2022 was $11,181 compared to $6,215 during six months ended August 31, 2021. The net loss increased due to additional general and administrative expenses for the six months ended August 31, 2022.
Cash Flows used by Operating Activities
For the six-month period ended August 31, 2022, net cash flows used in operating activities was $11,066 comprised of net loss of $11,181 and depreciation expense of $115. For the six-month period ended August 31, 2021 net cash flows used in operating activities was $6,158 comprised of net loss of $6,215 and depreciation expenses of $57.
Cash Flows used by Investing Activities
We used $690 in investing activities during the six-month period ended August 31, 2021 compared to $0 during the six-month period ended August 31, 2022. The Company purchased Computer during the six-month period ended August 31, 2021.
Cash Flows from Financing Activities
For the six-month period ended August 31, 2022, net cash flows from financing activities was $2,256 received from proceeds from loan the related party compared to $5,508 for the six-month period ended August 31, 2021.
Effects of COVID-19
In March 2020, a novel strain of coronavirus (COVID-19) was declared a global pandemic by the World Health Organization. This pandemic has negatively affected the U.S. and global economies, disrupted global supply chains and financial markets, and led to significant travel and transportation restrictions, including mandatory closures and orders to “shelter-in-place”.
As the pandemic continues the global tourism may continue to decline, which will continue to affect our revenue and, as a result, could adversely affect our operating results and financial condition. The Dominican government lifted the State of Emergency and allowed the resumption of commercial aviation effective July 1, however, there are still limitations regarding public activities. Social distancing protocols have been established for a variety of activities and masks are required by law in public spaces.
During the quarter ended August 31, 2022, the Company was negatively impacted by the effects of the worldwide COVID-19 pandemic, border closer, travel bans and quarantine, and is likely to continue to be adversely affected for a significant period of time.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next 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 private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) 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 we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
| 11 | page |
| Table of contents |
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, 2022 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. 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 six-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.
| 12 | 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 six-month period ended August 31, 2022.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable to our Company.
ITEM 5. OTHER INFORMATION
None.
| 13 | page |
| Table of contents |
ITEM 6. EXHIBITS
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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). |
| 14 | 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. |
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Dated: October 3, 2022 | By: | /s/ Aftandil Aibekov |
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| Aftandil Aibekov, President and Chief Executive Officer and Chief Financial Officer |
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| 15 | page |