Quarterly Report for Quarter Ending MAY 31, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Background

Minerva Gold Inc. was incorporated on February 24, 2021, in the State of Nevada. We are currently primarily focused on mineral property exploration. As part of our strategic growth initiative, we have expanded our operations to include design services, further diversifying our offerings. In addition to our core exploration activities, we now provide innovative, tailored design solutions across various industries. This expansion reflects our company's long-term vision of strengthening its competitive position and adapting to the evolving needs of its diverse client base. By integrating design services into our portfolio, we aim to deliver comprehensive, creative solutions-from conceptualization to execution-ensuring high-quality outcomes and enhanced client satisfaction.

Recent Events

Change in Control. Effective April 10, 2025, there occurred a change in control of our Company. On such date, pursuant to a stock purchase agreement (the "Change-in-Control Agreement"), Zhang Chengcheng acquired 5,000,000 shares of our common stock (the "Control Shares") from Aftandil Aibekov, the Company's former Sole Officer and Director. The Control Shares represent approximately 76.10% of the outstanding shares of our common stock and constitute voting control of our company. The total consideration paid by Mr. Zhang for the Control Shares was $264,600 in cash at the closing.

In conjunction with the Change-in-Control Agreement, on April 10, 2026, Mr. Aibekov resigned as President, Chief Executive Officer, Treasurer, Secretary and a Director of the Company, Meltem Alieva resigned as a Director of the Company and Zhang Chengcheng was appointed as the Sole Director, President, Chief Executive Officer, Treasurer and Secretary of the Company.

Letter of Intent. On April 10, 2026, we entered into a Letter of Intent (the "Letter of Intent") to acquire Taizhou Sentian Sanitary Ware Co., Ltd. ("Taizhou Sentian"), a company owned by our Sole Officer and Director, Zhang Chengcheng. The Letter of Intent contemplates that we would issue a combination of common stock and a new series of preferred stock (the rights and preferences of which are to be determined) in the acquisition. The definitive agreement is expected to be completed by approximately August 31, 2026, following the completion of certain administrative actions required by applicable Chinese law, with a closing to occur shortly thereafter.

Taizhou Sentian was founded in 2008 and is based in Taizhou, Zhejiang Province, China (Yangtze River Delta), within a few miles of Taizhou Luqiao Airport and high-speed rail access and port access. Taizhou Sentian manufactures sanitary ware / bathroom fixtures, including shower panels, simple shower enclosures, garden/outdoor showers, faucets and shower columns. Taizhou Sentian conducts its operations in approximately 12,000 sq. meters of leased building space and employs approximately 100 staff. Taizhou Sentian website is located at cnsentian.com.

Results of Operations

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

As of May 31, 2026, our total assets were $2,450 compared to $10,116 in total assets at February 28, 2026. As of May 31, 2026, our total liabilities were $54,835 compared to $60,280 in total liabilities at February 28, 2026.

Stockholders' equity was negative $52,385 as of May 31, 2026, compared to negative $50,164 as of February 28, 2026.

Three months ended May 31, 2026 compared to three months ended May 31, 2025. During three months ended May 31, 2026, the Company had $9,000 in revenue compared to $12,000 during three months ended May 31, 2025.

During three months ended May 31, 2026, we incurred expenses of $11,221 compared to $14,275 during three months ended May 31, 2025. Our net loss for the three months ended May 31, 2026, was $2,221 compared to $2,275 during three months ended May 31, 2025.

Liquidity and Capital Resources

As of May 31, 2026, we had cash of $NIL compared to $7,077 as of February 28, 2026. We had negative working capital and a stockholders' deficit at both dates. We have historically funded our operations through the issuance of convertible promissory notes, with note holders paying expenses directly to vendors on our behalf. We do not currently have any committed sources of additional funding, and we cannot guarantee that we will be able to obtain any such funding in the future on acceptable terms or at all.

We will continue to require additional funding to support our operations, satisfy our existing obligations and maintain our reporting status, including the payment of professional fees, transfer-agent fees and SEC filing-related expenses. There can be no assurance that we will be able to obtain additional funding on terms acceptable to us or at all. The condition of our business raises substantial doubt about our ability to continue as a going concern.

Cash Flows

Cash Flows used by Operating Activities. For the three-month period ended May 31, 2026, net cash flows used in operating activities were $6,132, comprised of net loss of $2,221, depreciation expense of $175, decrease in prepaid expenses of nil and decrease in deferred revenue of $9,000. For the three-month period ended May 31, 2025, net cash flows used in operating activities were $7,600 comprised of net loss of $2,275, depreciation expense of $175, decrease in prepaid expenses of $6,500 and decrease in deferred revenue of $12,000.

Cash Flows from Financing Activities. For the three-month period ended May 31, 2026, net cash flows from financing activities was $(945) compared to $0 for the three-month period ended May 31, 2025, received from loan the related party.

Off-Balance Sheet Arrangements

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

Going Concern

The independent registered public accounting firm auditors' report accompanying our February 28, 2026, financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. Management has a disclosure in the financial statements to this effect as well. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.