MINR 10-K & 10-Q changes, risk factors and insider trading

Background

The Company was incorporated under the laws of the State of Nevada on February 24, 2021. Until April 2026, the Company’s primary focus has been on mineral property exploration.

Effective April 10, 2026, there occurred a change in control of the Company. On such date, Zhang Chengcheng acquired 5,000,000 shares of the Company’s common stock from the former control person, and was appointed the Sole Officer and Director of the Company.

Also effective April 10, 2026, the Company entered into the Letter of Intent to acquire Taizhou Sentian Sanitary Ware Co., Ltd. (Taizhou Sentian), a company owned by the Company’s Sole Officer and Director, Zhang Chengcheng. The Letter of Intent contemplates that the Company 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 May 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.

It is the intention of the Board of Directors to change the Company’s plan of business, upon the successful completion of the Taizhou Sentian acquisition, of which there is no assurance.

The discussion below relates to the Company’s operating results and financial position prior to the April 2026 change in control. It is expected that future operating results of the Company will be significantly different than its historical operating results.

Revenue. During the year ended February 28, 2026, the Company had $33,500 in revenue compared to $26,000 during the year ended February 28, 2025.

Cash Flows from Operating Activities. For the year ended February 28, 2026, net cash flows used in operating activities was $10,103 consisting of net loss of $9,389, decrease in prepaid expenses of $6,086, deferred revenue of $7,500 and depreciation expense of $700. For the year ended February 28, 2025, net cash flows used in operating activities was $1,390 consisting of net loss of $7,123, increase in prepaid expenses of $6,500, deferred revenue of $12,000 and depreciation expense of $233.

Background

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.

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.