UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D. C. 20549





FORM 10-Q





x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended May 31, 2010OR ̈
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





Commission file number 333-151570





Dolat Ventures, Inc.


(Exact name of registrant as specified in its charter)





Nevada


(State or other jurisdiction of incorporation or organization)





545 Eighth Avenue, Suite 401


New York, NY 10018


(Address of principal executive offices, including zip code.)





(212) 502-6657


(Registrant's telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES x    NO  ̈





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer
 ̈

Accelerated filer
 ̈Non-accelerated filer
 ̈

Smaller reporting company
x








Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES  ̈    NO x


As of July 19, 2010, there are 78,418,273 shares of common stock outstanding.





All references in this Report on Form 10-Q to the terms “we”, “our”, “us”, the “Company”, “DOLV” and the “Registrant” refer to Dolat Ventures, Inc.










PART I.  FINANCIAL INFORMATION





ITEM 1. FINANCIAL STATEMENTS





Dolat Ventures, Inc.(Exploration Stage Company)Consolidated Balance SheetsASSETSMay 31,

February 28,2010

2010(Unaudited)CURRENT ASSETSCash and cash equivalents

$
67,080

$
1,792Related Party Receivable


-


298,000Employee Advance


8,159


-Total Current Assets


75,239


299,792PROPERTY AND EQUIPMENT, net


485,903


-TOTAL ASSETS

$
561,142

$
299,792CURRENT LIABILITIESAccounts payable

$
59,897

$
28,809Related parties payables


6,435


6,435Accrued liabilities


30,007


-Notes Payable


42,110


-Total Current Liabilities


138,449


35,244TOTAL LIABILITIES


138,449


35,244STOCKHOLDERS' EQUITYPreferred shares: $0.001 par value, 1,000,000 shares authorized: no shares issues and outstanding


-


-Common shares: $0.001 par value, 250,000,000 and 75,000,000 shares authorized: 78,418,273 and 27,222,000 shares issues and outstanding


78,418


27,222Additional paid-in capital


3,280,812


335,085Accumulated other comprehensive income


(9,309)


-Deficit accumulated during exploration stage


(2,942,888)


(97,759)Total Dolat Ventures, Inc. Stockholders' Equity


407,033


264,548Noncontrolling interest


15,660


-Total Equity


422,693


264,548TOTAL LIABILITIES AND EQUITY

$
561,142

$
299,792The accompanying notes are an integral part of these consolidated financial statements.





Dolat Ventures, Inc.(Exploration Stage Company)Consolidated Statements of Operations and Other Comprehensive Income (Loss)(unaudited)Period from13-Apr-06Three Months Ended


(inception)May 31,


to May 31,2010


2009


2010REVENUESSales revenues

$
-


$
-


$
-Cost of revenues


-



-



-Gross Profit


-



-



-OPERATING EXPENSESMineral property expenditures


-



-



10,771General and administrative expenses


39,785



659



54,806Professional fees


50,144



5,238



122,111Depreciation expense


15,184



-



15,184Non-Cash Compensation


2,746,449



-



2,746,449Total Operating Expenses


2,851,562



5,897



2,949,321INCOME (LOSS) FROM OPERATIONS


(2,851,562
)


(5,897
)


(2,949,321
)OTHER INCOME (EXPENSE)Interest Expense


(3,066
)


-



(3,066
)Total Other Income (Expense)


(3,066
)


-



(3,066
)NET INCOME BEFORE INCOME TAXES


(2,854,628
)


(5,897
)


(2,952,387
)INCOME TAX EXPENSE


-



-



-
 NET INCOME

$
(2,854,628
)

$
(5,897
)

$
(2,952,387
)NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST


(9,499
)


-



(9,499
)NET INCOME (LOSS) ATTRIBUTABLE TO DOLAT


(2,845,129
)


(5,897
)


(2,942,888
)BASIC EARNINGS PER SHARE

$
(0.06
)

$
0.00BASIC WEIGHTED AVERAGE NUMBEROF SHARES OUTSTANDING


51,064,167



10,882,164DOLAT VENTURES, INC. COMPREHENSIVE INCOME (LOSS)NET INCOME (LOSS)

$
(2,845,129
)


(5,897
)


(2,942,888
)FOREIGN CURRENCY TRANSLATION GAIN (LOSS)

$
(9,309
)

$
-


$
(9,309
)TOTAL COMPREHENSIVE INCOME (LOSS)

$
(2,854,438
)

$
(5,897
)

$
(2,952,197
)COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLETO NONCONTROLLING INTEREST


(2,327
)


-



(2,327
)COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO DOLAT VENTURES, INC.


(6,982
)


-



(6,982
)The accompanying notes are an integral part of these consolidated financial statements.








Dolat Ventures, Inc.(Exploration Stage Company)Consolidated Statements of Cash Flows(unaudited)Period fromThree Months Ended


April 13, 2006 (inception)May 31,


to May 31,2010


2009


2010CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)

$
(2,854,628
)

$
(5,897
)

$
(2,952,387
)Adjustments to reconcile net income to net cash used by operating activities:Depreciation


15,184



-



15,184Mineral property impairment


-



-



1,548Stock issued for services


2,746,449



-



2,746,449Changes in operating assets and liabilities:Changes in accounts payable and accrued liabilities


(21,767
)


127



(10,458)Net Cash Provided (used) by Operating Activities


(114,762
)


(5,770
)


(199,664
)CASH FLOWS FROM INVESTING ACTIVITIESCash acquired for acquisition


6,383



-



6,383Advances to related entities


-



-



560Acquisition of Dove Diamonds and Mining


-



-



(298,000
)Mineral property acquisition


-



-



(1,548
)Net Cash Used in Investing Activities


6,383



-



(292,605
)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issuance of common stock


175,000



-



529,000Proceeds from related party advances


-



6,674



31,682Net Cash Provided (used) by Operating Activities


175,000



6,674



560,682Effect of exchange rate changes on cash


(1,333
)


-



(1,333
)NET INCREASE IN CASH


65,288



994



67,080CASH AT BEGINNING OF PERIOD


1,792



3,597



-CASH AT END OF PERIOD

$
67,080


$
4,591


$
67,080SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCASH PAID FOR INTEREST


-



-



-CASH PAID FOR INCOME TAXES


-



-



-NON CASH INVESTING AND FINANCING:Stock issued for services

$
2,746,449


$
-


$
2,746,449Stock issued on acquisition of subsidiary- Millennium

$
75,474


$
-


$
75,474





The accompanying notes are an integral part of these consolidated financial statements.





Dolat Ventures, Inc.


(An Exploration Stage Company)


Notes to the Consolidated Financial Statements


May 31, 2010





NOTE 1    NATURE AND CONTINUANCE OF OPERATIONS




The accompanying consolidated financial statements have been condensed. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included.


Organization




The Company was incorporated in the State of Nevada on April 13, 2006 and was a start-up, exploration stage company until its recent acquisitions of Dove Diamond and Mining, Inc., its wholly owned subsidiary, and Millenium Mining, LLC.  Effective December 15, 2009, the Company acquired all of the stock of Dove Diamonds and Mining, Inc. a Nevada Corporation incorporated in May, 2009  (”Dove”).  Dove will eventually import and wholesale rough diamonds and gemstones.   In April 2010, the Company acquired 75% of the outstanding shares of stock of Millennium Mining, LLC, which is currently mining diamonds in Sierra Leone.





NOTE 2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.   The fiscal year end of the company-y and its wholly owned subsidiary is February 28.





Exploration Stage Company





The Company is an “exploration stage company” as defined in the Securities and Exchange Commission Industry Guide 7, and is subject to compliance with ASC 930 “Development Stage Companies.” The Company is devoting its resources to establishing the new business, and its planned operations have not yet commenced, accordingly, no revenues have been earned during the period from April 13, 2006 (date of inception) to May 31, 2010.





Foreign Currency Translation





The financial statements are presented in United States dollars. In accordance with ASC 830 ‘‘Foreign Currency Matters,’’ foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at the exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are reflected in the Statement of Operations and Total Comprehensive Income.





Fair Value of Financial Instruments





The Company's financial instruments as defined by FASB ASC 825-10-50, include cash, receivables, accounts payable and accrued expenses.  All instruments are accounted for on a historical cost basis, which approximates fair value at May 31, 2010.





FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements.  FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:





Level 1.  Observable inputs such as quoted prices in active markets;





Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and





Level 3.  Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.





The Company measures its investments at fair value on a recurring basis.





Dolat Ventures, Inc.


(An Exploration Stage Company)


Notes to the Consolidated Financial Statements


May 31, 2010





NOTE 2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT)





Use of Estimates and Assumptions





The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.





Foreign Operations





The Company’s future operations and earnings will depend on the results of the Company’s operations in Sierra Leone. There can be no assurance that the Company will be able to successfully conduct such operations, and a failure to do so would have an adverse effect on the Company’s financial position, results of operations, and cash flows. In addition, the success of the Company’s operations will be subject to numerous contingencies, some of which are beyond management’s control. These contingencies include general and regional economic conditions, prices for the Company’s products, competition, and changes in regulation. Because the Company is dependent on international operations, specifically those in Sierra Leone, the Company will be subject to various additional political, economic, and other uncertainties. Among other risks, the Company’s operations will be subject to the risks of restrictions on transfer of funds; export duties, quotas and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations.





Environmental Costs





Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts.





Cash and Cash Equivalents





The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.





Accounts and Notes Receivable




Trade accounts receivable are stated at the amount the Company expects to collect. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Management considers the following factors when determining the collectability of specific customer accounts: customer credit-worthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.  At the May 31, 2010, the Company had receivables from its staff of $8,159, and no trade receivables; therefore no








Dolat Ventures, Inc.


(An Exploration Stage Company)


Notes to the Consolidated Financial Statements


May 31, 2010





NOTE 2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT)





allowance for doubtful accounts are recorded.  On February 28, 2010 the Company had $298,000 of receivables from related parties.





Inventory


The Company normally carries minimal inventories. After extraction of raw aggregate, minerals obtained are then sold at the current government price within Sierra Leone, and at negotiated prices where export sales are made.  As of May 31, 2010 and February 28, 2010, the Company held no inventory.





Property, Plant and Equipment


Property and equipment are recorded at cost and adjusted for currency translation. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes.





The estimated service lives of property and equipment are principally as follows:





Machinery and equipment
10 yearsTransportation vehicles
10 years





Consolidation Policy





The consolidated financial statements include the accounts of the company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.





Mineral Exploration Costs





In accordance with Securities and Exchange Commission Industry Guide 7, the Company charges mineral property acquisition costs and exploration costs to operations as incurred. The Company obtains rights for mining under lease with landowners, and by license with the government of Sierra Leone.  The Company records property lease payments and licensing costs when incurred.  ASC 930-360 “Extractive Activities” requires firms capitalize costs for mineral rights.  As of May 31, 2010, the Company has not incurred significant costs to obtain mineral rights to leased and licensed property





When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. The capitalized costs will be amortized using the units-of-production method over the estimated life of the probable reserve.





The beneficial owner holds the right to the claims which give him or his designated agent the right to mine and recover all of the metals contained within the surface boundaries of the lease vertically downward. In the event he were to grant another deed which is subsequently registered prior to the Company’s deed, the third party would obtain good title and the Company would have nothing.





Income Taxes





The Company has adopted the provisions of FASB ASC Topic 740, “Income Taxes ” (“ASC 740”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between





Dolat Ventures, Inc.


(An Exploration Stage Company)


Notes to the Consolidated Financial Statements


May 31, 2010





NOTE 2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT)





taxable income for reporting purposes and income tax purposes include, but are not limited to equity based compensation and depreciation.





Operations in Sierra Leone are subject to corporate tax of 37.5% for mining companies.  Losses are allowable and can be carried forward indefinitely.  Loss carry forward is limited to 50% of the tax due in any year.  Foreign exchange losses can also be deducted where there has been a change in control or ownership of a company.





Revenue Recognition





The Company generally recognizes product revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. In instances where final acceptance of the product is specified by the customer, revenue is deferred until all acceptance criteria have been met. Cash payments received in advance are recorded as deferred revenue. The Company is generally not contractually obligated to accept returns, except for defective product.





Sales within Sierra Leone are based on government determined prices for precious minerals.  These prices are based on quality, clarity, and size of the minerals and are adjusted from time to time for market conditions as the government may so determine.  Sales outside of Sierra Leone through export are determined through negotiation per stone based on quality, clarity, size, and prevailing market prices and conditions.





Recent Accounting Pronouncements





The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.





NOTE 3    ACQUISITION OF SUBSIDIARY





Effective December 15, 2009, the Company acquired 100% of the outstanding capital stock of a development stage company,   Dove Diamonds and Mining, Inc., a Nevada Corporation, (“Dove” and also the “Subsidiary”) through a share exchange transaction.  In consideration of their shares of Dove, the Dove shareholder collectively received Twenty Million Six Hundred Twenty Two Thousand (20,622,000) restricted common shares of the Company, which resulted in a change of control.  For accounting purposes, Dove is considered a newly created entity. The net assets acquired were $560, consisting of cash.





In conjunction with the acquisition of Dove, on December 30, 2009, Shmuel Dovid Hauck was nominated and elected by the Board of Directors as President of Dolat Venture, Inc. upon the resignation of  Gary Tice, who served as President.   Mr. Hauck was also appointed to the Board of Directors on December 30, 2009.





On April 13, 2010, the Company entered into a Share Exchange Agreement with Millennium Mining LLC, a Sierra Leon Limited Liability Company.   Under this agreement, the company acquired 75% of the capital stock of Millennium in exchange for thirty million (30,000,000) shares of the Company’s common stock. The shares of stock acquired were owned by the President and majority shareholder of Dolat Ventures, Inc. The company used book value to approximate fair value due to the liquidity of the assets and the recent purchase of fixed assets.  Millennium is an operating entity in the business of mining and wholesale distribution of diamonds and precious gemstones. Millennium will fund all diamond mining operations, and shall be responsible for all required machinery, mining equipment and/or structures. The landowners who hold the license to mine this area shall be entitled to thirty percent (30%) of the net profits.











Dolat Ventures, Inc.


(An Exploration Stage Company)


Notes to the Consolidated Financial Statements


May 31, 2010





NOTE 4    RELATED PARTY TRANSACTIONS





During the year ended February 28, 2010 the Company received an additional $7,022 from Company’s management, for a total of  $31,682.   During the year ended February 28, 2010, $25,247 of this debt was forgiven, which is an increase in paid in capital.





For the years ended February 28, 2010 and February 28, 2009 the Company paid a total of $220 and $2,500, respectively, to the Company’s sole officer for administrative services rendered to the Company.





During the year ended February 28, 2010, the Company issued 20,622,000 shares of common stock to the president of the company and his father-in-law in exchange for 100% of the shares outstanding capital stock of Dove Diamonds and Mining, Inc., the wholly-owned subsidiary of the Company.


NOTE 5    STOCKHOLDERS’ EQUITY





During the quarter ending May 31, 2010, the Company amended its articles of incorporation to increase authorized capital stock of the company from 75,000,000 to 250,000,000, with a par value of $0.001 and 1,000,000 shares of preferred stock with par value $0.001.


During the period from April 13, 2006 (date of inception) to February 28, 2009, the Company issued 6,600,000 shares of common stock for cash proceeds of $ 29,000.  During the year ending February 28, 2010, the Company issued 20,622,000 shares of stock to two individuals in exchange for 100% of the shares of the outstanding capital stock of Dove Diamonds and Mining, Inc., a development stage company.





During the quarter ending May 31, 2010, the Company issued 30,000,000 shares of common stock in a share exchange agreement for 75% of Millennium Mining LLC common stock. An additional 18,309,660 shares were issued as compensation to various individuals and entities for past support of the Company and its founders. These shares were valued at $0.15 a share. The Company also issued 1,000,000 shares at $0.15 a share for $150,000 and 83,334 shares at $0.30 s share for $25,000.  1,803,278 shares of common stock were also issued for funds received during the prior year.





NOTE 6    NOTES PAYABLE





The Company issued two notes payable as follows: Note One is a non-interest bearing loan disbursed to the Company on multiple dates between March 15, 2008 and August 5, 2009.  All amounts were payable November 1, 2009.  Note Two is a non-interest bearing loan obtained on March 30, 2008 and payable June 30, 2008.  Both notes are in default at May 31, 2010.





NOTE 7    INCOME TAXES





As of May 31, 2010 and February 28, 2010, the Company had net operating loss carry forwards of approximately $2,942,888 and $97,759 that may be available to reduce future years’ taxable income through 2030. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.





The components of the deferred tax asset, the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are indicated below:








Dolat Ventures, Inc.


(An Exploration Stage Company)


Notes to the Consolidated Financial Statements


May 31, 2010





NOTE 7    INCOME TAXES (CONT)





May 31,

2010


February 28,

2010Statutory Tax Rate


34
%


34
%Effective Tax Rate


—



—Deferred Tax Asset

$
1,000,582


$
33,238Valuation Allowance

$
(1,000,582
)

$
(33,238
)Net Deferred Tax Asset

$
—


$
—





The change in the valuation allowance for the period ending May 31, 2010 was $967,344. The effective rate differs from the statutory rate due to the valuation allowance.





NOTE 8     SUBSEQUENT EVENTS





In accordance with ASC 855, management evaluated the subsequent events through the date the financial statements were issued and has no material events to report.








ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this annual report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.





Overview





We were incorporated on April 13, 2006 in the state of Nevada. We are an exploration stage enterprise and have not started operations or generated or realized any revenues from our business operations. On December 15, 2009, we acquired 100% of the outstanding capital stock of Dove Diamonds and Mining, Inc., a Nevada Corporation (“Dove”). On April 13, 2010, the Company entered into a Share Exchange Agreement under which the Company agreed to exchange Thirty-Million (30,000,000) shares of Common stock to Millennium in exchange for 75%, or (22,500,000 shares) of the issued and outstanding capital stock of Millennium.  The acquisition of Millennium is accounted for as a reverse merger.





Except for the acquisition of Dove Diamonds and Mining, Inc. and Millenium, there have been no material reclassifications, mergers, consolidations or purchases or sales of any significant amount of assets not in the ordinary course of business since the date of incorporation. We are a start-up, exploration stage company engaged in the search for diamonds and related minerals. There is no assurance that a commercially viable mineral deposit, a reserve, exists in our claim or can be shown to exist until sufficient and appropriate exploration is done and a comprehensive evaluation of such work concludes economic and legal feasibility.





Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly we must raise cash from sources other than the sale of minerals found on our property. Our only other source of cash at this time is advances from our officer and director and investment by others through loans or sale of our common equity. Our success or failure will be determined by what we find under the ground.





Our Current Business





About Our Claims and Our Company





We currently have 2 direct subsidiaries, Dove Diamonds and Mining, Inc., and Millennium Mining, LLC (“Millennium”).








Overview of Dove Diamonds & Mining





Dove  Diamonds and Mining was incorporated in the state of Nevada on May 19, 2009. Dove is headquartered in New York NY.  Dove  intends to acquire equipment, mining operations and mining locations, and to establish distribution channels to sell its diamonds to wholesalers and retailers in the United States and globally.  Dove has no plans to sell directly to consumers currently.





Overview  of Millennium Mining





Millennium was incorporated in Sierra Leone as a Private Limited Liability Company on March 3, 2008 and commenced commercial operations after obtaining its license from the Ministry of Mineral Resources (Sierra Leone) shortly after.  The company’s core operations are to mine extract, refine, and purify precious metals and stones.  The Company buys, sells, distributes and exports diamond bauxite, rutile gold, silver and all other precious minerals in Sierra Leone and internationally.





Millennium is party to a mining agreement pursuant to which owners of land in the towns of Gandorhun and Njala in the Tikonko Chiefdom, Bo District of Sierra Leone have agreed to allow Millennium to mine the area in and around the Baimbawai Pool of the Sewa River located between those two towns. According to the terms of the mining agreement dated January 26, 2008, attached hereto as Exhibit A (the “Mining Agreement”), Millennium will fund all diamond mining operations, and shall be responsible for all required machinery, mining equipment and/or structures. The landowners who hold the license to mine this area shall be entitled to thirty percent (30%) of the net profits.





Our business is subject to the risks inherent with a natural resource based company in its early exploration stage of development.  These risks include, but are not limited to: limited capital resources; limited industry operating experience; possible delays due to weather, manpower and equipment shortage and regulatory processing practices; possible cost overruns due to price increases in services, supplies and equipment; and the general speculative nature of exploring a raw mineral property for minerals.





Compliance with Environmental Laws





Our business is subject to extensive governmental controls and regulations, which are amended from time to time.  We are unable to predict what additional legislation or amendments may be proposed that might affect its business or the time at which any such proposals, if enacted, might become effective.  Such legislation or amendments, however, could require increased capital and operating expenditures and could prevent or delay certain of Our operations.





Facilities





We do not own facilities of any kind.








Employees





We do not intend to hire employees until our business has been successfully launched and has sufficient reliable sales revenues.  Our officers and Directors will provide work as necessary to bring us to the point of earning revenues. Human resource planning will be part of an ongoing process that will include constant evaluation of our operations. We do not expect to hire any employees before the end of this calendar year.  However, in the event that we are able to raise sufficient capital and proceed with an exploration and import program We may hire a number of employees to aid in our operations.





Our common stock has been assigned the ticker symbol DOLV and has been approved for trading on the Over-The-Counter Bulletin Board (“OTCBB”).  However, no trading market has developed.





Since we became a reporting company we are responsible for filing various forms with the United States Securities and Exchange Commission (the “SEC”) such as Form 10K and Form 10Qs.





The shareholders may read and copy any material filed by us with the SEC at the SEC’s Public Reference Room at 100 F Street N.W., Washington, DC, 20549.   The shareholders may obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330.   The SEC maintains an Internet site that contains reports, proxy and information statements, and other information, which we have filed electronically with the SEC by assessing, the website using the following address:  http://www.sec.gov.





Results of Operations





We did not earn any revenues for the three months ended May 31, 2010 and from inception on April 13, 2006 to May 31, 2010. We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.





For the three months ended May 31, 2010, we incurred operating expenses in the amount of $2,851,562 which mainly comprised of professional fees totaling $50,144, general administrative expenses totaling $39,785, depreciation expense totaling $15,184 and non-cash compensation of $2,746,449. For the three months ended May 31, 2009, we incurred operating expenses in the amount of $5,897 which mainly comprised of general and administrative expenses totaling $659 and professional fees totaling $5,238.





We incurred total operating expenses in the amount of $2,949,321 from inception on April 13, 2006 through May 31, 2010.  These operating expenses comprised of professional fees totaling $122,111, mineral property costs totaling $10,771, general administrative expenses totaling $54,806, depreciation expense totaling $15,184 and non-cash compensation of $2,746,449.





Liquidity and Capital Resources





As of three months ended May 31, 2010, the Company had $67,080 in cash, cash equivalents, and short-term investments, an increase of $65,288 from year ending February 28. 2010. The principal components of this net decrease were cash used by operational activities.





The management of Dolat Ventures does not believe the existing balances of cash, cash equivalents, and short-term investments will be sufficient to satisfy its working capital needs, capital expenditures, outstanding commitments, and other liquidity requirements associated with Millennium operations over the next 12 months. In 2010, the company plans to seek investors or buyers to obtain additional funding as disclosed in the Millennium Audited Financial Statements.





Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that very few mineral claims in the exploration stage ultimately develop into producing, profitable mines. Our future financial results are also uncertain due to a number of factors, some of which are outside our control. These factors include, but are not limited to:





•
our ability to raise additional funding;


•
the results of our proposed exploration programs on the mineral property; and


•
our ability to find joint venture partners for the development of our property interests





Due to our lack of operating history and present inability to generate revenues, our auditors have included an explanatory paragraph in their audit opinion for the February 28, 2010 financial statements that raises a substantial doubt about our ability to continue as a going concern. Even if we complete our current exploration program, and it is successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit or reserve.





Off-Balance Sheet Arrangements





We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.





Forward Looking Statements





The information in this quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements involve risks and uncertainties, including statements regarding the Company’s capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined





from time to time, in other reports we file with the Securities and Exchange Commission (the “SEC”). These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.





Recent Accounting Pronouncements





None.





ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.





ITEM 4. CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures





Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report.  Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.





Additionally, during the first quarter there were no changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date.  We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.





PART II – OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS





The Company currently is not involved in any pending litigation or legal proceedings and to the Company’s knowledge, no such proceedings are threatened or contemplated.





ITEM 1A. RISK FACTORS





We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.





ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.





During the period from April 13, 2006 (date of inception) to February 28, 2009, the Company issued 6,600,000 shares of common stock for cash proceeds of $ 29,000.  During the year ending February 28, 2010, the Company issued 20,622,000 shares of stock to two individuals in exchange for 100% of the shares of the outstanding capital stock of Dove Diamonds and Mining, Inc., a development stage company.





During the quarter ending May 31, 2010, the Company issued 30,000,000 shares of common stock in a share exchange agreement for 75% of Millennium Mining LLC common stock. An additional 18,309,660 shares were issued as compensation to various individuals and entities for past support of the Company and its founders. The Company also issued 1,083,334 shares of common stock for cash proceeds totaling $175,000.





ITEM 3. DEFAULTS UPON SENIOR SECURITIES





None.





ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS





Removed and Reserved.





ITEM 5. OTHER INFORMATION





None





ITEM 6. EXHIBITS





The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:





Exhibit No.

Description3.1

Articles of Incorporation (1)3.2

Bylaws (1)31.1

Section 302 Certification of Chief Executive Officer*31.2

Section 302 Certification of Chief Financial Officer *32.1

Section 906 Certification of Chief Executive Officer *32.2

Section 906 Certification of Chief Financial Officer *





*filed herewith


(1) Incorporated by reference to the Form S-1 registration statement filed on June 10, 2008.








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, thereunto duly authorized.





July 20, 2010





By:DOLAT VENTURES, INC.By: /s/ Shmuel Dovid HauckShmuel Dovid Hauck, President and Director