UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

_____________________

FORM 8-K

_____________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~April~~July 139, 2026 (~~April~~July 107, 2026)

~~MINERVA~~Minerva ~~GOLD~~Gold ~~INC~~Inc. (Exact name of registrant as specified in its charter)

333-255403		98-1588963
(Commission File Number)		(IRS Employer Identification Number)

Room 1503, Building 3, Xinshijihaoyuan,

Jiankang West Road, Qingjiangpu District,

Huaian City, Jiangsu Province

China

(Address of Principal Executive Offices

(State or other jurisdiction of incorporation or organization)

+86 15261421229

(Registrant’s telephone number, including area code)

12N/~~1 Kunayev str, IA 17, Nur-Sultan, 010000, Kazakhstan~~A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth 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. ☐

Item 14.01. ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

On(a) ~~April~~Former ~~10,~~Independent ~~2026,~~Registered ~~Minerva~~Public ~~Gold~~Accounting ~~Inc~~Firm., On aJuly ~~Nevada~~7, ~~corporation (the “Company”)~~2026, ~~entered~~Fruci ~~into~~& aAssociates ~~Letter of Intent (the “Letter of Intent”) to acquire Taizhou Sentian Sanitary Ware Co.~~II, ~~Ltd.~~PLLC (“~~Taizhou Sentian~~Fruci”), awas ~~company~~dismissed ~~owned~~as by the ~~Company’s~~independent ~~Sole~~registered ~~Officer~~public ~~and~~accounting ~~Director,~~firm ~~Zhang Chengcheng. The Letter~~ of ~~Intent~~Minerva ~~contemplates~~Gold ~~that~~Inc. ~~the Company would issue~~ a ~~combination~~Nevada ofcorporation ~~common stock and a new series of preferred stock~~ (the ~~rights and preferences of which are to be determined~~ “Company”), ineffective ~~the acquisition~~immediately. The ~~definitive~~Company ~~agreement~~has isauthorized ~~expected~~Fruci to berespond ~~completed~~fully byto ~~approximately May 31, 2026, following~~ the ~~completion~~inquiries of ~~certain~~Boladale ~~administrative~~Lawal ~~actions~~& ~~required by applicable Chinese law~~Co., ~~with~~the asuccessor ~~closing to occur shortly thereafter~~auditors.

~~Taizhou~~Fruci ~~Sentian~~served ~~was~~as ~~founded~~the inCompany’s ~~2008~~independent ~~and~~registered ispublic ~~based~~accounting infirm ~~Taizhou,~~for ~~Zhejiang~~the ~~Province,~~fiscal ~~China~~years ~~(Yangtze~~ended ~~River~~February ~~Delta)~~28, ~~within~~2026 ~~a few miles of Taizhou Luqiao Airport~~ and ~~high-speed rail access and port access~~2025. 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.

~~The~~During ~~foregoing~~the ~~description~~Company’s ofmost recent fiscal year ended February 28, 2026, and the ~~Letter~~subsequent ofinterim ~~Intent~~period isthrough ~~qualified~~July in7, ~~its~~2026: ~~entirety~~(i) bythere ~~the~~were ~~full~~no ~~text~~disagreements ofbetween the ~~Letter~~Company and Fruci on any matters of ~~Intent~~accounting principles or practices, ~~which~~financial isstatement ~~filed~~disclosure asor ~~Exhibits~~auditing ~~10.1~~scope or procedure, ~~respectively~~which disagreements, if not resolved to the satisfaction of Fruci, ~~and~~would ~~incorporated~~have bycaused it to make reference to the subject matter of the disagreements in, ~~this~~connection ~~Current~~with ~~Report~~its report on the Company’s financial statements; and (ii) there were no “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K).

The Company has provided Fruci with the disclosures under this Item 54.01(a) ~~Changes~~and inhas ~~Control~~requested and received from Fruci a copy of ~~Registrant~~the letter addressed to the Securities and Exchange Commission stating that Fruci agrees with the above statements. A copy of the letter from Fruci is attached as Exhibit 16.1 to this Current Report on Form 8-K.

~~Effective~~(b) ~~April~~New 10Independent Registered Public Accounting Firm. On July 7, ~~2025~~2026, ~~there~~the ~~occurred~~Company aappointed ~~change~~Boladale inLawal ~~control~~& ofCo. (“Lawal & Co.”) as the Company.’s Onnew ~~such~~independent ~~date,~~registered ~~pursuant~~public toaccounting afirm, ~~stock~~effective ~~purchase~~immediately. ~~agreement~~During (the ~~“Change-in-Control~~ ~~Agreement”)~~Company’s two most recent fiscal years ended February 28, ~~Zhang~~2026 ~~Chengcheng~~and ~~acquired~~2025, 5and the subsequent interim period through July 7,~~000~~ 2026,~~000~~ ~~shares~~neither the Company nor anyone acting on behalf of the Company’s ~~common~~had ~~stock~~consulted Lawal & Co. regarding either: (i) the ~~“Control~~ ~~Shares”)~~application ~~from~~of ~~Aftandil~~accounting ~~Aibekov.~~principles ~~The~~to ~~Control~~a ~~Shares~~specified ~~represent~~transaction, ~~approximately~~either ~~76.10%~~completed ofor ~~the~~proposed, ~~outstanding~~or ~~shares~~the type of audit opinion that might be rendered on the Company’s ~~common~~financial ~~stock~~statements, ~~and~~nor ~~constitute~~did ~~voting~~Lawal ~~control~~& ofCo. provide a written report or oral advice to the Company that Lawal & Co. ~~The~~concluded ~~total~~was ~~consideration~~an ~~paid~~important factor considered by ~~Mr.~~the ~~Zhang~~Company ~~for~~in reaching a decision as to the ~~Control~~accounting, ~~Shares~~auditing or financial reporting issues; or (ii) any matter that was ~~$264,600~~either the subject of a “disagreement” (as defined in ~~cash~~Item at304(a)(1)(iv) of Regulation S-K and the ~~closing~~related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

In conjunction with the Change-in-Control Agreement, on April 10, 2026, Aftandil 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.

Certain information regarding the background of Mr. Zhang is set forth below.

Zhang Chengcheng, 36, has served as CEO of Taizhou Sentian Sanitary Ware Co., Ltd., a Taizhou, China-based manufacturer of sanitary ware / bathroom fixtures, since 2023. From 2014 t0 2016, Mr. Zhang served as Quality Control Inspector for Cougar Shoes, Jiangsu (China) Office. From 2016 to 2023, he served on behalf of Dongguan Hanghua Footwear Co., Ltd. as Head of Brand Development for Partner-Company Jia Kuang Trading Co., Ltd., Huaian, China. Mr. Zhang earned a Bachelor’s Degree in Electrical Engineering from the University of Duisburg-Essen, Duisburg, Germany.

The following table sets forth, as of the date of this Current Report, the shareholdings of (1) each person owning beneficially 5% or more of the Company’s outstanding common stock; (2) each executive officer of the Company, and (3) all officers and directors as a group. Unless otherwise indicated, each owner has sole voting and investment power over his securities. Information relating to beneficial ownership of securities by our principal shareholders and management is based upon information furnished by each person using beneficial ownership’ concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power. Except as disclosed herein, we do not have any outstanding options or other securities exercisable for or convertible into shares of our common stock. Unless otherwise indicated, the address of each person listed is c/o Minerva Gold Inc., Room 1503, Building 3, Xinshijihaoyuan, Jiankang West Road, Qingjiangpu District, Huaian City, Jiangsu Province, China.

Name of Beneficial Owner	Title of Class	Beneficial Ownership		Percent of Class(1)
Zhang Chengcheng(2)	Common Stock		5,000,000		76.10	%
All Officers and Directors as a Group (1 person)	Common Stock		5,000,000		76.10	%

(1)	Based on 6,570,000 shares outstanding, as of the date of this Current Report.
(2)	Sole Officer and Director.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosure set forth above under Item 5.01. Changes in Control of Registrant is incorporated in this Item 5.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber		Description
Exhibit Number		Description
10.1		Letter of Intent to Acquire Taizhou Sentian Sanitary Ware Co., Ltd.
16.1		Letter from Fruci & Associates II, PLLC to the Securities and Exchange Commission, dated July 7, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MINERVA GOLD INC.
Date: April 13, 2026	By:	/s/ Zhang Chengcheng
Date: July 9, 2026	By:	/s/ Zhang Chengcheng
		Zhang Chengcheng
		Chief Executive Officer

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