Minerva Gold Inc. FY2025 10-K Review

Minerva Gold Inc. (Minerva) filed its annual report on Form 10-K for the fiscal year ended February 28, 2025 with the U.S. Securities and Exchange Commission. In this in-depth analysis, we will cover:

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• Company overview and strategic focus
• Business expansion into design services
• Key financial highlights from the balance sheet and income statement
• Cash flow analysis
• Risk factors and going concern assessment
• Investment outlook and final investment score

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1. Company Overview

Founded in February 2021 and headquartered in Nur-Sultan, Kazakhstan, Minerva Gold Inc. is incorporated in Nevada as a junior mineral exploration company. Its original mandate was to identify, acquire, and explore precious metal deposits in Kazakhstan. As of fiscal 2025, the company holds no mineral properties on its balance sheet; a previously signed mineral property option agreement was terminated due to unmet funding and work commitments.

2. Strategic Diversification into Design Services

In FY2025, Minerva expanded its business model beyond exploration, adding a design services segment. This new line of business offers tailored design solutions—conceptualization, planning, and execution—for architectural, interior, and industrial clients. The company generated its first revenue of $26,000 from design services after generating zero revenue in FY2024.

Why Design Services?

• Revenue Generation: Provides an immediate source of income in lieu of lengthy, capital-intensive exploration.
• Diversification: Reduces dependence on exploration project outcomes.
• Scalability: Digital and service-based model has lower upfront costs compared to field exploration.

Despite this pivot, design revenue remains modest relative to mineral exploration capital requirements.

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3. Financial Performance Overview

Consolidated Results (FY2025 vs. FY2024)

Metric	FY2025	FY2024	% Change
Revenue	$26,000	$0	n/a
Operating Expenses	$33,123	$35,660	-7%
Net Loss	$(7,123)	$(35,660)	-80%
Total Assets	$27,005	$58	+46,457%
Total Liabilities	$67,780	$33,710	+101%
Stockholders’ Equity/(Deficit)	$(40,775)	$33,652	n/a

Revenue and Expenses

• Revenue: Recorded $26,000 in design services, marking the first revenue in company history.
• Operating Expenses: Declined slightly to $33,123 from $35,660.
• Net Loss: Improved significantly, narrowing from a $35,660 loss in FY2024 to $7,123 in FY2025.

Balance Sheet Strength

• Assets: Grew to $27,005, thanks largely to $17,180 of cash from financing and $6,500 in prepaid expenses.
• Liabilities: Increased to $67,780, primarily driven by $12,000 in deferred revenue and $55,780 in related‐party loans.
• Equity: Fell to negative $(40,775), driven by accumulated deficits since inception.

Despite asset growth, the company remains in a stockholders’ deficit position.

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4. Cash Flow Analysis

FY2025 Cash Flows

• Operating Activities: Used $1,390, comprised of:
• Net loss $(7,123)
• Increase in prepaid expenses $(6,500)
• Deferred revenue recognized $12,000
• Depreciation $233
• Investing Activities: Used $3,500 to acquire a company website (capitalized and depreciated over five years).
• Financing Activities: Provided $22,070 via loans from the sole officer/director.

Comparison to FY2024

• Operating cash outflow improved from $(35,630) to $(1,390).
• Financing inflows rose modestly from $20,830 to $22,070.
• The company still depends entirely on related-party financing.

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5. Risk Factors and Going Concern

Although Minerva did not file specific risk factors under Item 1A (exemption for smaller reporting companies), several key risks are implicit:

1. Going Concern Doubt: Auditor’s report and management disclosures highlight substantial doubt about the ability to continue as a going concern.
2. Negative Equity: Stockholders’ deficit of $40,775 with no positive working capital.
3. Revenue Concentration Risk: Design services accounted for nominal revenue; exploration segment remains unmonetized.
4. Funding Risk: Ongoing operations rely on related-party loans and future equity or debt offerings, which are not guaranteed and could dilute existing shareholders.
5. Exploration Risk: Termination of mineral property option undermines core business plan to discover gold deposits.

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6. Outlook and Conclusion

Minerva Gold Inc. stands at a crossroads. The design services pivot delivered the company’s first revenue but on a scale that is insufficient to fund exploration or sustain operations. The lack of mineral assets and the termination of the exploration option materially weaken the original business thesis.

Key Takeaways:

• Cash Runway: Related-party loans and one-time design fees are stop-gap measures; no sustainable cash generation strategy in place.
• Capital Requirements: Exploration demands substantial investments far exceeding current asset levels.
• Dilution Risk: Future equity or convertible debt offerings are likely and will dilute current holders.
• Corporate Governance: Emerging growth company with limited disclosures; no independent audit committee financial expert.

Investment Score: 2.5 / 10

While the narrowing of losses is positive, the company’s fundamental challenges—negative equity, going concern issues, absence of exploration assets, and reliance on insider funding—significantly undermine its investment potential.

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Disclaimer: This analysis is not a recommendation to buy or sell any securities. Investors should conduct their own due diligence.