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                              May 18, 2021

       Aftandil Aibekov
       Chief Executive Officer
       Minerva Gold Inc.
       12/1 Kunayev str, IA 17
       Nur-Sultan, 010000, Kazakhstan

                                                        Re: Minerva Gold Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed April 21,
2021
                                                            File No. 333-255403

       Dear Mr. Aibekov:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1 filed April 21, 2021

       Risk Factors, page 9

   1.                                                   Please include a risk
factor discussing the risk of doing business in Kazakhstan.
       Description of Business, page 21

   2.                                                   It appears that you may
be a shell company as defined in Securities Act Rule 405 as you
                                                        have no or nominal
assets (or assets consisting solely of cash or cash equivalents), and
                                                        you have no or nominal
operations. Please revise your prospectus, including your
                                                        prospectus cover page,
summary, and description of business section to disclose that you
                                                        are a shell company and
add a risk factor that highlights the consequences of your shell
                                                        company status. If you
do not believe that you are a shell company, please provide us with
                                                        your legal analysis.
 Aftandil Aibekov
Minerva Gold Inc.
May 18, 2021
Page 2
3.    Please reconcile your disclosures at pages 22, 27, and 30, stating that
you have not yet
      selected a consultant-geologist, with disclosure elsewhere stating that,
on March 29, 2021,
      you executed a consulting agreement with a geologist aimed at locating
mineral property
      containing economic gold mineralization and determination of
possibilities and prospects
      of extracting gold from such sites. With respect to the consulting
contract filed as Exhibit
      10.1, please clarify the discrepancy between the $2,000 contractor fee
recited therein and
      the expected use of $5,000 from the proceeds of this offering towards
contractor fees.
4.    We note your disclosure at page 24 that you will be required to comply
with all
      governmental regulations applicable to your business in any jurisdiction
in which you
      would conduct activities; however, you do not believe that these
regulations will have a
      material impact on the way you conduct your business. Please expand your
disclosure to
      discuss the material government regulations applicable to your business,
including any
      environmental laws. Refer to Item 101(h) of Regulation S-K. If
appropriate, please
      include a risk factor addressing same.
Exhibit Index, page Exhibits

5.    Please file a legal opinion and related consent with your next amendment.
Refer to Item
      16 of Form S-1 and Item 601(b)(5) of Regulation S-K. In addition, please
update your
      disclosure under the heading "Interests of Named Experts and Counsel" to
identify the
      counsel which will be providing an opinion.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Myra Moosariparambil, Staff Accountant, at (202)
551-3796 or Craig
Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions
regarding
comments on the financial statements and related matters. Please contact Liz
Packebusch, Staff
Attorney, at (202) 551-8749 or Karina Dorin, Staff Attorney, at (202) 551-3763
with any other
questions.



                                                            Sincerely,
FirstName LastNameAftandil Aibekov
                                                            Division of
Corporation Finance
Comapany NameMinerva Gold Inc.
                                                            Office of Energy &
Transportation
May 18, 2021 Page 2
cc:       Roger D. Linn
FirstName LastName