UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q





xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended November 30,
2011



OR



oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from ______
to ______.



Commission File Number: 001-34128



Dolat Ventures, Inc.

(Exact name of registrant as specified in its
charter)





|Nevada                                                         |  |  | 27-1885936                       
|-------------------------------------------------------------- |  |  | ---------------------------------
|(State or other jurisdiction of incorporation or organization) |  |  | (IRS Employer Identification No.)
|                                                               |  |  |                                  
|545 Eighth Avenue, Suite 401
        New York, NY              |  |  | 10018                            
|(Address of principal executive offices)                       |  |  | (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 Exchange Act during the preceding 12 months (or for such shorter period
that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.

YesxNoo



Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).

YesoNoo



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



| | Large Accelerated Filero | Accelerated Filero        
| | ------------------------ | --------------------------
| | Non-Accelerated Filero   | Smaller Reporting Companyx



Indicate by check mark whether the registrant is a shell company
as defined in Rule 12b-2 of the Exchange Act.

YesoNox



As of as of October 17, 2011 the registrant had 100,369,140
shares of its Common Stock, $0.001 par value, outstanding.









DOLAT VENTURES, INC.

FORM 10-Q

NOVEMBER 30, 2011

INDEX



|PART I – FINANCIAL INFORMATION |                                                                                                                                                                           
|------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                               |                                                                                                                                                                           
|Item 1.                        | Financial Statements                                                                                                                                                      
|                               | Consolidated Balance Sheets as of November 30, 2011 (unaudited) and February 28, 2011                                                                                     
|                               | Consolidated Statements of Operations for the Three Months Ended November 30, 2011 and 2010 and for the Period April 13, 2006 (Inception) to November 30, 2011 (unaudited)
|                               | Consolidated Statements of Cash Flows for the Three Months Ended November 30, 2011 and 2010 and for the Period April 13, 2006 (Inception) to November 30, 2011 (unaudited)
|                               | Notes to Consolidated Financial Statements (unaudited)                                                                                                                    
|Item 2.                        | Management’s Discussion and Analysis of Financial Condition and Results of Operations                                                                                     
|Item 3                         | Quantitative and Qualitative Disclosures About Market Risk                                                                                                                
|Item 4.                        | Controls and Procedures                                                                                                                                                   
|                               |                                                                                                                                                                           
|PART II – OTHER INFORMATION    |                                                                                                                                                                           
|                               |                                                                                                                                                                           
|Item 1.                        | Legal Proceedings                                                                                                                                                         
|Item 1.A.                      | Risk Factors                                                                                                                                                              
|Item 2.                        | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                               
|Item 3.                        | Defaults Upon Senior Securities                                                                                                                                           
|Item 4.                        | (Removed & Reserved)                                                                                                                                                      
|Item 5.                        | Other Information                                                                                                                                                         
|Item 6.                        | Exhibits                                                                                                                                                                  
|                               |                                                                                                                                                                           
|SIGNATURE                      |                                                                                                                                                                           











PART I – FINANCIAL INFORMATION





|Item 1. | Financial Statements
|------- | --------------------





Dolat Ventures, Inc. and Subsidiaries

(An Exploration Stage Company)

Consolidated Balance Sheets



|                                                                |  | November 30 |             |   | February 28, |  
|--------------------------------------------------------------- |  | ----------- | ----------- | - | ------------ | -
|                                                                |  | 2011        |             |   | 2011         |  
|                                                                |  | (unaudited) |             |   |              |  
|ASSETS                                                          | 
|                                                                |  |             |             |   |              |  
|Current assets                                                  |  |             |             |   |              |  
|Cash                                                            |  | $           | 37,295      |   |              | $
|Related party note receivable                                   |  |             | 46,482      |   |              |  
|Prepaid expenses                                                |  |             | 22,500      |   |              |  
|Total current assets                                            |  |             | 106,277     |   |              |  
|                                                                |  |             |             |   |              |  
|Property and equipment, net                                     |  |             | 429,036     |   |              |  
|                                                                |  |             |             |   |              |  
|Total assets                                                    |  | $           | 535,313     |   |              | $
|                                                                |  |             |             |   |              |  
|                                                                |  |             |             |   |              |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                           | 
|                                                                |  |             |             |   |              |  
|Current liabilities                                             |  |             |             |   |              |  
|Bank overdraft                                                  |  | $           | 76,239      |   |              | $
|Accounts payable                                                |  |             | 60,323      |   |              |  
|Accrued liabilities                                             |  |             | 9,200       |   |              |  
|Related party payables                                          |  |             | 6,435       |   |              |  
|Notes payable                                                   |  |             | 157,496     |   |              |  
|Total liabilities                                               |  |             | 309,693     |   |              |  
|                                                                |  |             |             |   |              |  
|Commitments and contingencies                                   |  |             |             |   |              |  
|                                                                |  |             |             |   |              |  
|Stockholders' deficit                                           |  |             |             |   |              |  
|Preferred stock, $0.001 par value, 25,000,000 shares authorized |  |             |             |   |              |  
|Series A preferred stock, 1,000,000 shares designated,          |  |             |             |   |              |  
|no shares shares issued and outstanding                         |  |             | -           |   |              |  
|Series B preferred stock, 24,000,000 shares designated,         |  |             |             |   |              |  
|no shares shares issued and outstanding                         |  |             | -           |   |              |  
|Common stock, $.001 par value, 250,000,000 shares authorized,   |  |             |             |   |              |  
|84,688,717 and 84,133,162 shares issued and outstanding         |  |             |             |   |              |  
|at November 30, 2011 and February 28, 2010, respectively        |  |             | 84,689      |   |              |  
|Additional paid-in capital                                      |  |             | 11,561,581  |   |              |  
|Accumulated other comprehensive income (loss)                   |  |             | (46,567     | ) |              |  
|Deficit accumulated during the exploration stage                |  |             | (11,328,680 | ) |              |  
|Total Dolat Ventures stockholders' deficit                      |  |             | 271,023     |   |              |  
|Noncontrolling interest                                         |  |             | (45,403     | ) |              |  
|Total stockholders' deficit                                     |  |             | 225,620     |   |              |  
|                                                                |  |             |             |   |              |  
|Total liabilities and stockholders' deficit                     |  | $           | 535,313     |   |              | $



See accompanying notes to unaudited consolidated
financial statements.











Dolat Ventures, Inc. and Subsidiaries

(An Exploration Stage Company)

Consolidated Statements of Operations

(unaudited)



|                                                 |  |                            |            |   |                | For the Period |           
|------------------------------------------------ |  | -------------------------- | ---------- | - | -------------- | -------------- | ----------
|                                                 |  |                            |            |   |                |                |           
|                                                 |  | For the Three Months Ended |            |   | (Inception) to |               
|                                                 |  | November 30,               |            |   | November 30,   |                |           
|                                                 |  | 2011                       |            |   | 2010           |                |           
|                                                 |  |                            |            |   |                |                |           
|Sales revenue                                    |  | $                          | -          |   |                | $              | -         
|                                                 |  |                            |            |   |                |                |           
|Operating expenses:                              |  |                            |            |   |                |                |           
|Mineral property expenditures                    |  |                            | -          |   |                |                | -         
|General and administrative expenses              |  |                            | 59,198     |   |                |                | 39,785    
|Professional fees                                |  |                            | 53,772     |   |                |                | 50,144    
|Depreciation expense                             |  |                            | 13,697     |   |                |                | 15,184    
|Stock based compensation and donations           |  |                            | -          |   |                |                | 2,746,449 
|Total operating expenses                         |  |                            | 126,667    |   |                |                | 2,851,562 
|                                                 |  |                            |            |   |                |                |           
|Loss from operations                             |  |                            | (126,667   | ) |                |                | (2,851,562
|                                                 |  |                            |            |   |                |                |           
|Other income (expense):                          |  |                            |            |   |                |                |           
|Interest expense                                 |  |                            | (5,857     | ) |                |                | (3,066    
|Total other income (expense)                     |  |                            | (5,857     | ) |                |                | (3,066    
|                                                 |  |                            |            |   |                |                |           
|Loss before income taxes                         |  |                            | (132,524   | ) |                |                | (2,854,628
|Provision for income taxes                       |  |                            | -          |   |                |                | -         
|                                                 |  |                            |            |   |                |                |           
|Net loss                                         |  |                            | (132,524   | ) |                |                | (2,854,628
|                                                 |  |                            |            |   |                |                |           
|Net loss attributable to noncontrolling interest |  |                            | 21,914     |   |                |                | 9,499     
|                                                 |  |                            |            |   |                |                |           
|Net loss attibutable to Dolat Ventures, Inc.     |  | $                          | (110,610   | ) |                | $              | (2,845,129
|                                                 |  |                            |            |   |                |                |           
|                                                 |  |                            |            |   |                |                |           
|Net loss per share - basic and diluted           |  | $                          | (0.00      | ) |                | $              | (0.06     
|                                                 |  |                            |            |   |                |                |           
|Weighted average number of shares                |  |                            |            |   |                |                |           
|outstanding - Basic and Diluted                  |  |                            | 84,435,094 |   |                |                | 51,064,167
|                                                 |  |                            |            |   |                |                |           
|                                                 |  |                            |            |   |                |                |           
|Net loss attibutable to Dolat Ventures, Inc.     |  | $                          | (110,610   | ) |                | $              | (2,845,129
|                                                 |  |                            |            |   |                |                |           
|Foreign currency translation gain (loss)         |  |                            | (9,080     | ) |                |                | (9,309    
|                                                 |  |                            |            |   |                |                |           
|Total comprehensive loss                         |  | $                          | (119,690   | ) |                | $              | (2,854,438



See accompanying notes to unaudited consolidated
financial statements.











Dolat Ventures, Inc. and Subsidiaries

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

(unaudited)



|                                                                  |  |                            |          |   |                |   |            | For the Period | 
|----------------------------------------------------------------- |  | -------------------------- | -------- | - | -------------- | - | ---------- | -------------- | 
|                                                                  |  |                            |          |   |                |   |            | April 13, 2006 | 
|                                                                  |  | For the Three Months Ended |          |   | (Inception) to |  
|                                                                  |  | November 30,               |          |   | November 30,   |   |            | November 30,   | 
|                                                                  |  | 2011                       |          |   | 2010           |   |            | 2011           | 
|                                                                  |  |                            |          |   |                |   |            |                | 
|Cash flows from operating activities:                             |  |                            |          |   |                |   |            |                | 
|Net loss                                                          |  | $                          | (110,610 | ) |                | $ | (2,845,129 | )              | 
|Adjustments to reconcile net loss to net cash used in operations: |  |                            |          |   |                |   |            |                | 
|Noncontrolling interests                                          |  |                            | (21,914  | ) |                |   | (9,499     | )              | 
|Depreciation                                                      |  |                            | 13,697   |   |                |   | 15,184     |                | 
|Mineral property impairment                                       |  |                            | -        |   |                |   | -          |                | 
|Stock issued for charitable donations                             |  |                            | -        |   |                |   | -          |                | 
|Stock issued for services                                         |  |                            | -        |   |                |   | 2,746,449  |                | 
|Changes in operating assets and liabilities:                      |  |                            |          |   |                |   |            |                | 
|Employee advances                                                 |  |                            | -        |   |                |   | -          |                | 
|Prepaid expenses                                                  |  |                            | (9,273   | ) |                |   | -          |                | 
|Bank overdraft                                                    |  |                            | 10,711   |   |                |   | -          |                | 
|Related party payables                                            |  |                            | -        |   |                |   | -          |                | 
|Accounts payable and accrued liabilities                          |  |                            | (17,646  | ) |                |   | (21,767    | )              | 
|Net cash used in operating activities                             |  |                            | (135,035 | ) |                |   | (114,762   | )              | 
|                                                                  |  |                            |          |   |                |   |            |                | 
|Cash flows from investing activities:                             |  |                            |          |   |                |   |            |                | 
|Cash acquired from acquisitions                                   |  |                            | -        |   |                |   | 6,383      |                | 
|Acquisition of property and equipment                             |  |                            | (4,000   | ) |                |   | -          |                | 
|Acquisition of mineral property                                   |  |                            | -        |   |                |   | -          |                | 
|Issuance of note receivable - related party                       |  |                            | -        |   |                |   | -          |                | 
|Advances to related entities                                      |  |                            | -        |   |                |   | -          |                | 
|Net cash from (used in) investing activities                      |  |                            | (4,000   | ) |                |   | 6,383      |                | 
|                                                                  |  |                            |          |   |                |   |            |                | 
|Cash flows from financing activities:                             |  |                            |          |   |                |   |            |                | 
|Proceeds from issuance of common stock                            |  |                            | 50,000   |   |                |   | 175,000    |                | 
|Proceeds from loans payable                                       |  |                            | 100,000  |   |                |   | -          |                | 
|Payments on loans payable                                         |  |                            | (15,296  | ) |                |   | -          |                | 
|Net cash from financing activities                                |  |                            | 134,704  |   |                |   | 175,000    |                | 
|                                                                  |  |                            |          |   |                |   |            |                | 
|Effect of exchange rate changes on cash                           |  |                            | 3,674    |   |                |   | (1,333     | )              | 
|                                                                  |  |                            |          |   |                |   |            |                | 
|Net increase (decrease) in cash                                   |  |                            | (657     | ) |                |   | 65,288     |                | 
|                                                                  |  |                            |          |   |                |   |            |                | 
|Cash at beginning of period                                       |  |                            | 37,952   |   |                |   | 1,792      |                | 
|                                                                  |  |                            |          |   |                |   |            |                | 
|Cash at end of period                                             |  | $                          | 37,295   |   |                | $ | 67,080     |                | 



See accompanying notes to unaudited consolidated
financial statements.











Dolat Ventures, Inc. and Subsidiaries

(An Exploration Stage Company)

Consolidated Statements of Cash Flows (Continued)

(unaudited)





|                                                                                                |  |                            |       |  |                |   |        | For the Period | 
|----------------------------------------------------------------------------------------------- |  | -------------------------- | ----- |  | -------------- | - | ------ | -------------- | 
|                                                                                                |  |                            |       |  |                |   |        | April 13, 2006 | 
|                                                                                                |  | For the Three Months Ended |       |  | (Inception) to |  
|                                                                                                |  | November 30,               |       |  | November 30,   |   |        | November 30,   | 
|                                                                                                |  | 2011                       |       |  | 2010           |   |        | 2011           | 
|Supplemental disclosure of cash flow information:                                               |  |                            |       |  |                |   |        |                | 
|                                                                                                |  |                            |       |  |                |   |        |                | 
|Cash paid for interest                                                                          |  | $                          | 5,857 |  |                | $ | -      |                | 
|                                                                                                |  |                            |       |  |                |   |        |                | 
|Cash paid for taxes                                                                             |  | $                          | -     |  |                | $ | -      |                | 
|                                                                                                |  |                            |       |  |                |   |        |                | 
|Non-cash investing and financing activities:                                                    |  |                            |       |  |                |   |        |                | 
|                                                                                                |  |                            |       |  |                |   |        |                | 
|Forgiveness of debt from related party                                                          |  | $                          | -     |  |                | $ | -      |                | 
|                                                                                                |  |                            |       |  |                |   |        |                | 
|Issuance of 20,622,000 shares of common stock for acquisition of Dove Diamonda and Mining, Inc. |  | $                          | -     |  |                | $ | -      |                | 
|                                                                                                |  |                            |       |  |                |   |        |                | 
|Issuance of 30,000,000 shares of common stock for acquisition of Millennium Mining, LLC         |  | $                          | -     |  |                | $ | 75,474 |                | 



See accompanying notes to unaudited consolidated
financial statements.













Dolat Ventures, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

November 30, 2011

(unaudited)



Note 1 – Nature of Business, Presentation, and Going Concern



Organization



Dolat Ventures, Inc., the “Company” was incorporated
in Nevada on April 13, 2006 with the intent to engage in the business of mineral property exploration.



On November 9, 2009, the Company entered into an Agreement and Plan
of Acquisition (the “Acquisition Agreement”) with Dove Diamond and Mining, Inc. (“Dove”), a Nevada corporation,
and the shareholders of Dove (“Dove Shareholders”) whereby the Company acquired 100% of the issued and outstanding
common stock of Dove in exchange (the “Stock Exchange”) for 20,622,000 newly issued shares of its restricted common
stock.  The final closing was concluded and is effective December 15, 2009.  For accounting purposes, the Stock
Exchange is being accounted for as if Dove is considered a newly created entity.  Dove will import and wholesale rough
diamonds and gemstones.



In conjunction with the acquisition of Dove, the Company experienced
a change in control. On December 30, 2009 Shmuel Dovid Hauck was nominated and elected by the Board of Directors as President of
Dolat Ventures, Inc. upon the resignation of Gary Tice, who previously served as President, Chief Financial Officer, Secretary,
and a Director.   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 (“Millennium”), a Sierra Leone Limited Liability Company.   Under the 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 Mr. Shumel Dovid Hauck, the Company’s President and majority shareholder.  Millennium
is an operating entity in the business of mining and wholesale distribution of diamonds and precious gemstones.



Basis of Presentation



The accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and
Exchange Commission (“SEC”).



Going Concern



The accompanying unaudited consolidated financial statements have
been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the
normal course of business.  As reflected in the accompanying consolidated financial statements, the Company had an accumulated
deficit of $11,328,680 at November 30, 2011, a net loss and net cash used in operations of $110,610 and $135,035, respectively,
for the three months ended November 30, 2011.  These conditions raise substantial doubt about the Company’s ability
to continue as a going concern.



The ability of the Company’s to continue as a going concern
is dependent upon the Company’s ability to further implement its business plan, generate revenues, and continue to raise
additional investment capital.  No assurance can be given that the Company will be successful in these efforts.



The unaudited consolidated financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities
that might be necessary should the Company be unable to continue as a going concern.  Management believes that actions
presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to
continue as a going concern.





Note 2 – Summary of Significant Accounting Policies



Use of Estimates



The preparation of consolidated financial statements in conformity
with accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the reporting period.  Significant estimates in the
accompanying consolidated financial statements include the depreciable lives of property and equipment, valuation of share-based
payments and the valuation allowance on deferred tax assets.  Actual results could differ from those estimates and would
impact future results of operations and cash flows.



Principles of Consolidation



The consolidated financial statements include the accounts of Dolat
Ventures, Inc., its wholly-owned subsidiary, Dove Diamond and Mining, Inc, and its majority-owned subsidiary, Millennium Mining
LLC.  All significant inter-company balances and transactions have been eliminated in consolidation.



Reclassifications



Certain items on the 2010 statement of operations, and statement
of cash flows have been reclassified to conform to the current period presentation.



Cash and Cash Equivalents



The Company considers all highly liquid temporary cash investments
with an original maturity of three months or less to be cash equivalents. At November 30, 2011 and February 28, 2010, respectively,
the Company had no cash equivalents.



Property and Equipment



Property and equipment are recorded at cost. Expenditures for major
additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property
and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over
the assets estimated useful lives of 10 years. Upon sale or retirement of property and equipment, the related cost and accumulated
depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations. Leasehold
improvements are amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter.



Depreciation expense was $13,697 and $15,184 for the three months
ended November 30, 2011 and 2010, respectively.



Mineral Property and Exploration Costs



The Company has been in the exploration stage since April 13, 2006
and has not yet realized sustainable revenues from its planned operations.  It is primarily engaged in the acquisition,
exploration, and development of mining properties and the wholesale distribution and sale of diamonds and precious gemstones.  In
accordance with Securities and Exchange Commission Industry Guide 7, mineral property acquisition costs and exploration costs are
expensed to operations as incurred.



When it has been determined that a mineral property can be economically
developed as a result of establishing probable and then proven reserves, the costs then incurred to develop such property are capitalized.  Such
costs will be amortized using the units-of-production method over the estimated life of the probable-proven reserves.  If
mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.





Impairment or Disposal of Long-Lived Assets



The Company accounts for the impairment or disposal of long-lived
assets according to the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
360 “Property, Plant and Equipment”. ASC 360 clarifies the accounting for the impairment of long-lived assets and for
long-lived assets to be disposed of, including the disposal of business segments and major lines of business. Long-lived assets
are reviewed when facts and circumstances indicate that the carrying value of the asset August not be recoverable. When necessary,
impaired assets are written down to estimate fair value based on the best information available. Estimated fair value is generally
based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary
to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates.



Fair Value of Financial Instruments



FASB ASC 820, Fair Value Measurements and Disclosures, establishes
a framework for measuring fair value and expands disclosures about fair value measurements.  ASC 820 defines fair value as
the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date.  ASC 820 states that a fair value measurement should be determined based on the assumptions
the market participants would use in pricing the asset or liability.  In addition, ASC 820 specifies a hierarchy of valuation
techniques based on whether the types of valuation information (“inputs”) are observable or unobservable.  Observable
inputs reflect market data obtained from independent sources, while unobservable inputs reflect the reporting entity’s own
assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information
available in the circumstances.



The three broad levels defined by ASC 820 hierarchy are as follows:



Level 1 – quoted prices for identical assets or liabilities
in active markets.

Level 2 – pricing inputs are other than quoted prices in active
markets, which are either directly or indirectly observable as of the reported date.

Level 3 – valuations derived from methods in which one or
more significant inputs or significant value drivers are unobservable in the markets.



These financial instruments are measured using management’s
best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation.
Valuations based on unobservable inputs are highly subjective and require significant judgments.  Changes in such judgments
could have a material impact on fair value estimates.  In addition, since estimates are as of a specific point in time,
they are susceptible to material near-term changes.  Changes in economic conditions August also dramatically affect the
estimated fair values.



Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of November 30, 2011. The respective carrying value of certain
financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments
include related party receivables, prepaid expenses, accounts payable and accrued expenses and related party payables. The fair
value of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms
which is not significantly different from its stated value.



Revenue Recognition



The Company recognized revenue on arrangements in accordance with
ASC Topic 605, “Revenue Recognition”   (“ASC Topic 605”).  Under ASC Topic 605,
revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service
is performed and collectability of the resulting receivable is reasonably assured.  Revenue is recognized when the products
are received and accepted by the customer.





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.



Stock Based Compensation



The Company accounts for Stock-Based Compensation under ASC 718
“Compensation – Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges
its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services
in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation,"
and supersedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees,"
and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange
for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation
costs arising from subsequent modifications of awards after the grant date must be recognized.



The Company accounts for stock-based compensation awards to non-employees
in accordance with ASC 505-50 “Equity-Based Payments to Non-Employees” ("ASC 505-50"). Under ASC 505-50,
the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the
consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Any stock options
issued to non-employees are recorded in expense and additional paid-in capital in shareholders' equity/(deficit) over the applicable
service periods using variable accounting through the vesting dates based on the fair value of the options at the end of each period.



The Company has not adopted a stock option plan and has not granted
any stock options as of November 30, 2011.



Income Taxes



Income taxes are accounted for under the liability method of accounting
for income taxes.  Under the liability method, future tax liabilities and assets are recognized for the estimated future
tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases.  Future tax assets and liabilities are measured using enacted
or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled.  The
effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the
change occurs.  Future income tax assets are recognized to the extent that they are considered more likely than not to
be realized.



The FASB has issued ASC 740 “Income Taxes” (formerly,
Financial Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” – An Interpretation of FASB Statement
No. 109 (FIN 48)).  ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s
financial statements in accordance with prior literature FASB Statement No. 109, Accounting for Income Taxes.  This standard
requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based
upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position
to determine the amount to recognize in the financial statements.



As a result of the implementation of this standard, the Company
performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC
740 and concluded that the tax position of the Company has not met the more-likely-than-not threshold as of November 30, 2011.





Foreign Currency Translation



The consolidated 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 included in results of operations.  Translation adjustments
are included in Accumulated Other Comprehensive Income (Loss).



Basic and Diluted Loss Per Share



The Company computes income (loss) per share in accordance with
ASC 260, "Earnings per Share", which requires presentation of both basic and diluted earnings per share (“EPS”)
on the face of the statement of operations.  Basic EPS is computed by dividing income (loss) available to common shareholders
by the weighted average number of shares outstanding during the period.  Diluted EPS gives effect to all dilutive potential
shares of common stock outstanding during the period using the treasury stock method and convertible preferred stock using the
if-converted method.  In computing diluted EPS, the average stock price for the period is used in determining the number
of shares assumed to be purchased from the exercise of stock options or warrants.  Diluted EPS excludes all dilutive
potential shares if their effect is anti-dilutive.  Dilutive loss per share has not been presented because as of November
30, 2011 and 2010, respectively, there were no common share equivalents outstanding.



Segment Information



In accordance with the provisions of ASC 280-10, “Disclosures
about Segments of an Enterprise and Related Information”, the Company is required to report financial and descriptive information
about its reportable operating segments.  The Company operates in only one operating segment as of November 30,
2011.



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 Topic 915 “Development
Stage Entities”.  To date, the Company's planned principal operations have not fully commenced.



Accounting Standards Codification



In September 2009, the Financial Accounting Standards Board (“FASB”)
issued ASC 105, formerly FASB Statement No. 168, the FASB Accounting Standards Codification (“Codification”) and the
Hierarchy of Generally Accepted Accounting Principles (“GAAP”), a replacement of FASB Statement No. 162 (“SFAS
168”). SFAS 168 establishes the Codification as the single source of authoritative GAAP in the United States, other than
rules and interpretive releases issued by the SEC. The Codification is a reorganization of current GAAP into a topical format that
eliminates the current GAAP hierarchy and establishes instead two levels of guidance — authoritative and non-authoritative.
All non-grandfathered, non-SEC accounting literature that is not included in the Codification will become non-authoritative. The
FASB’s primary goal in developing the Codification is to simplify user access to all authoritative GAAP by providing all
the authoritative literature related to a particular accounting topic in one place. The Codification was effective for interim
and annual periods ending after September 15, 2009. As the Codification was not intended to change or alter existing GAAP, it did
not have a material impact on the Company’s consolidated financial statements.



Effect of Recent Accounting Pronouncements



The Company reviews new accounting standards as issued. No new standards
had any material effect on these consolidated financial statements. The accounting pronouncements issued subsequent to the date
of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated
financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated
financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements
because of the retro-active application of any accounting pronouncements issued subsequent to November 30, 2011 through the date
these financial statements were issued.





Note 3 – Mineral Properties



Paula Property, British Columbia, Canada



On October 3, 2006, the Company acquired a 100% undivided right,
title and interest in and to the ‘‘Paula Property’’ located in the province of British Columbia, Canada
from an unrelated party for $1,000.  From that time through February 28, 2010, the Company has incurred property acquisition
and exploration costs totaling $10,771 on the Paula Property.  During the year ended February 28, 2011, the Company has
decided to abandon the Paula Property to focus on its operations acquired in Sierra Leone.



Bo District, Sierra Leone



On April 13, 2010, the Company acquired 75% of the capital stock
of Millennium Mining LLC (“Millennium”).  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
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, 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.



Note 4 – Notes Payable



The Company issued three notes payable as follows: Note One is a
non-interest bearing loan in the amount of $17,113 (74,441,165 Sierra Leones) 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 in the amount of $18,391 (80,000,000 Sierra Leones) obtained on March 30, 2008 and payable June 30, 2008.  Note
Three is a non-interest bearing loan secured by a motor vehicle in the amount of $3,218 (14,000,000 Sierra Leones) obtained on
November 24, 2009 and due on demand.  All three notes are in default at November 30, 2011.



During the year ended February 28, 2011, one of the Company’s
banks credited their overdraft balance by $34,070 (140,000,000 Sierra Leones) and created a Bank Loan for this amount.  During
the three months ended November 30, 2011, $15,296 (58,333,333 Sierra Leones) was paid on the loan leaving a balance of $18,774
(81,666,667 Sierra Leones).  This loan accrues interest monthly which is automatically charged to the bank account.  Interest
expense of $602 was paid during the three months ended November 30, 2011.



On March 31, 2011, the Company issued a short-term note payable
in the amount of $100,000.  The note is non-interest bearing and is due January 31, 2012.



Note 5 – Related Party Transactions



As of February 28, 2009 the Company had received $24,660 from associates
of the Company’s management. These advances were unsecured and non-interest bearing.  During the year ended February
28, 2010 the Company received an additional $7,022 from Company’s management, and $25,247 of this debt was forgiven and credited
to additional paid in capital, resulting in a balance of $6,435 due to related parties as of February 28, 2011 and November 30,
2011.



On November 9, 2009, the Company entered into an Agreement and Plan
of Acquisition (the “Acquisition Agreement”) with Dove Diamond and Mining, Inc. (“Dove”), a Nevada corporation,
and the shareholders of Dove (“Dove Shareholders”) whereby the Company acquired 100% of the issued and outstanding
common stock of Dove in exchange (the “Stock Exchange”) for 20,622,000 newly issued shares of its restricted common
stock.  The final closing was concluded and is effective December 15, 2009





During the year ended February 28, 2010, Dove advanced $298,000
to a Millennium, which at the time was majority owned by the Company’s President and majority shareholder .   On
April 13, 2010, the Company acquired a 75% interest in Millennium.



On September 29, 2009, Mr. Gary Tice and Ms. Nigar Lila executed
a stock Purchase Agreement, pursuant to which Ms. Lila agreed to sell all of her holding in Dolat to Mr. Tice for $250,000.  Ms.
Lila resigned from the Board of Directors on September 22, 2009 and was replaced by Gary Tice, who was appointed President
the same day.



On December 30, 2009 Shmuel Dovid Hauck was nominated and elected
by the Board of Directors as President of the Company upon the resignation of Gary Tice, who previously served as President,
Chief Financial Officer, Secretary, and a Director.   Mr. Hauck was also appointed to the Board of Directors on
December 30, 2009.



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.



On April 13, 2010, the Company entered into a Share Exchange Agreement
with Millennium Mining LLC (“Millennium”), a Sierra Leone Limited Liability Company.   Under the 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 Mr. Shmuel Dovid Hauck, the Company’s President and majority shareholder.



On July 21, 2010, the Company issued 1,000,000 shares of its restricted
common stock to the brother-in-law of the Company’s President and Director for compensation for past support of the Company.



Note 6 – Stockholders’ Deficit



On June 19, 2006, the Company issued 4,000,000 restricted shares
of its common stock for $4,000 cash, or $.001 per share.



On June 26, 2006, the Company issued 1,000,000 restricted shares
of its common stock for $1,000 cash, or $.001 per share.



On August 21, 2006, the Company issued 800,000 restricted shares
of its common stock for $8,000 cash, or $.01 per share.



On December 1, 2006, the Company issued 800,000 restricted shares
of its common stock for $16,000 cash, or $.02 per share.



On December 15, 2009, 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.



During the year ended February 28, 2010, the company sold 1,803,279
restricted shares of its common stock for $325,000 or $0.18 per share.  The Company incurred $17,500 of expense related
to sale of these shares.



On April 13, 2010, the Company issued 30,000,000 shares of common
stock in a share exchange agreement for 75% of Millennium Mining LLC common stock.



On July 29, 2010, the Company filed an amendment to its articles
of incorporation with the Nevada Secretary of State to increase its authorized number of common shares to 250,000,000 at $0.001
par value and authorized 25,000,000 shares of preferred stock with a par value of $0.001.  Also on July 29, 2010, the
Board of Directors of the Company filed a Designation of Series A Preferred Stock creating 1,000,000 shares of Series A Preferred
Stock and a Designation of Series B Preferred Stock creating 24,000,000 shares of Series B Preferred Stock.



During the year ended February 28, 2011, the Company issued a total
of 4,162,223 restricted shares of its common stock for $503,000 cash, or an average of $0.12 per share, under private placements.



During the year ended February 28, 2011, the Company issued 861,000
shares of its restricted common stock to various individuals and entities for services at a value of $126,650, or an average of
$0.147 per share, based on the market value at the date of issuance.





During the year ended February 28, 2011, the Company issued 375,000
shares of its restricted common stock to various charitable organizations as donations at a value of $56,250, or an average of
$0.15 per share, based on the market value at the date of issuance.



During the year ended February 28, 2011, the Company issued 19,709,660
shares of its restricted common stock to various individuals and entities for past support of the Company at a value of $10,458,150,
or an average of $0.53 per share, based on the market value at the date of issuance.



During the year ended February 28, 2011, the Company issued 2,092,199
shares of its Series B preferred stock to various individuals and entities for global public relations at a value of $320,523,
or an average of $0.153 per share, based on the market value of its common stock at the date of issuance.  The Company
cancelled these shares, and the shares were returned, on February 27, 2010 as the services were not performed by the recipients.



During the three months ended May 31, 2011, the Company issued 555,555
restricted shares of its common stock for $50,000 cash, or $0.09 per share, under a private placement.



The Company has not adopted a stock option plan and has not granted
any stock options or issued any warrants as of November 30, 2011.



Note 7 – Income Taxes



Deferred income taxes have been provided to show the effect of temporary
differences between the recognition of expenses for financial and income tax reporting purposes and between the tax basis of assets
and liabilities, and their reported amounts in the consolidated financial statements.  In assessing the realizability
of deferred tax assets, the Company assesses the likelihood that deferred tax assets will be recovered through tax planning strategies
or from future taxable income, and to the extent that recovery is not likely or there is insufficient operating history, a valuation
allowance is established.  The Company adjusts the valuation allowance in the period management determines it is more
likely than not that net deferred tax assets will or will not be realized.  As of November 30, 2011 and February 28,
2010, the Company has provided a valuation allowance for all net deferred tax assets due to their current realization not being  more
likely than not.



The provisions for income taxes differ from the amount computed
by applying the statutory federal income tax rate to Income before provision for income taxes. The source and tax effects of the
differences are as follows for the three months ended November 30, 2011 and 2010:



|                            |  | 2011 |      |   | 2010 | 
|--------------------------- |  | ---- | ---- | - | ---- | 
|U.S. federal statutory rate |  |      | 34   | % |      | 
|Valuation reserve           |  |      | - 34 | % |      | 
|Total                       |  |      | 0    | % |      | 



As of November 30, 2011, the Company did not recognize any assets
or liabilities relative to uncertain tax positions, nor do we anticipate any significant unrecognized tax benefits will be recorded
during the next 12 months.  Any interest or penalties related to unrecognized tax benefits is recognized in income tax
expense. Since there are no unrecognized tax benefits as a result of tax positions taken, there are no accrued penalties or interest.



Tax positions are positions taken in a previously filed tax return
or positions expected to be taken in a future tax return that are reflected in measuring current or deferred income tax assets
and liabilities reported in the consolidated financial statements.  Tax positions include, but are not limited to, the
following:



| | · | An allocation or shift of income between taxing jurisdictions;
| | - | --------------------------------------------------------------



| | · | The characterization of income or a decision to exclude reportable taxable income in a tax return; or
| | - | -----------------------------------------------------------------------------------------------------



| | · | A decision to classify a transaction, entity or other position in a tax return as tax exempt.
| | - | ---------------------------------------------------------------------------------------------











The Company reflects tax benefits only if it is more likely than
not that we will be able to sustain the tax position, based on its technical merits.  If a tax benefit meets this criterion,
it is measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized.  The
Company has no unrecognized tax benefits as of November 30, 2011.



The Company’s practice is to recognize interest and/or penalties
related to income tax matters in income tax expense. The Company had no accrual for interest or penalties on the Company’s
balance sheets at November 30, 2011, and has not recognized interest and/or penalties in the statement of operations for either
period.



Note 8 – Subsequent Events



The Company has evaluated subsequent events through the date the
financial statements were issued and filed with Securities and Exchange Commission. The Company has determined that there are no
other events that warrant disclosure or recognition in the financial statements.











|Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|------- | --------------------------------------------------------------------------------------



SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS



We believe that it is important to communicate our future expectations
to our security holders and to the public.  This report, therefore, contains statements about future events and expectations
which are “forward-looking statements” within the meaning of Sections 27A of the Securities Act of 1933 and 21E of
the Securities Exchange Act of 1934, including the statements about our plans, objectives, expectations and prospects under the
heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  You
can expect to identify these statements by forward-looking words such as “August,” “might,” “could,”
“would,” ”will,” “anticipate,” “believe,” “plan,” “estimate,”
“project,” “expect,” “intend,” “seek” and other similar expressions.  Any
statement contained in this report that is not a statement of historical fact August be deemed to be a forward-looking statement.  Although
we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are
reasonable, those statements involve risks, uncertainties and other factors that August cause our actual results, performance or
achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking
statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.



Important factors that might cause our actual results to differ
materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section
of and elsewhere in our Annual Report on Form 10-K for the fiscal year ended February 28, 2010 and in our subsequent filings with
the Securities and Exchange Commission.  The following discussion of our results of operations should be read together
with our financial statements and related notes included elsewhere in this report.



Company Overview



Dolat Ventures, Inc. (the "Company", “Dolat”,
“DOLV”, “we”, “us” or “our”), through its wholly and majority owned subsidiaries,
Dove Diamonds and Mining, Inc. and Millennium Mining LLC, respectively, is focused on the early stages of acquiring diamonds, gems
and precious stones from a variety of locations throughout the African continent.



Company History



We were incorporated on April 13, 2006 in the state of Nevada. We
are an exploration stage enterprise and have not sustained operations or generated or realized any significant 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”), at which point the Company experienced a change in control and Shmuel Dovid Hauck became
our President and sole Director. 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.



On October 3, 2006, the Company acquired a 100% undivided right,
title and interest in and to the ‘‘Paula Property’’ located in the province of British Columbia, Canada
from an unrelated party for $1,000.  From that time through February 28, 2010, the Company has incurred property acquisition
and exploration costs totaling $10,771 on the Paula Property.  During the year ended February 28, 2011, the Company has
decided to abandon the Paula Property to focus on its operations acquired in Sierra Leone.



Plan of Operation



We are currently focused on the early stages of acquiring diamonds,
gems and precious stones from a variety of locations throughout the African continent through our subsidiaries Dove Diamonds and
Mining and Millennium Mining.



Dove Diamonds and Mining



Dove is currently in the early stages of acquiring diamonds, gems
and precious stones from a variety of locations throughout the African continent.  Primarily focused on the West African
country of Sierra Leone, we are in an organized search for mineral locations, suppliers and sellers of diamonds, gems and precious
stones.   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.



Millennium Mining, LLC



Millennium’s core operations are to mine, extract, refine,
and purify precious metals and stones.  We intend to buy, sell, distribute and export 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. The Sewa River, located in
the heart of Sierra Leone, is renowned for its diamonds production and has been successfully mined for over 50 years. The Sewa
River is formed by the junction of the Bagbe and Bafi rivers and it flows 150 mi (240 km) to join the Waanje River and form the
Kittam, which empties into the Atlantic Ocean. The country's most important commercial river, it has historically produced the
bulk of Sierra Leone's diamond exports.



This site in particular has a rich deposit because the pool was
never mined properly and has indicated from spot mining that there is a concentration of diamonds. The pool goes down to depths
of 90 feet and the gravel is covered by 1-15 feet of sand. So unless an operator has the right equipment, it is very hard to get
down to the gravel, especially in the middle of the pool.



According to the terms of the mining agreement dated January 26,
2008, 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.



During the year ended February 28, 2011, we completed the installation
of new equipment at the Sewa River facility.  Initial testing has produced approximately .4 carats per ton of gravel
processed.  Management expects to be able to process approximately 1,000 tons per day when sufficient capital is raised
to commence and sustain full scale mining operations.  Once full scale operations are sustained, management anticipates
strong margins as diamond prices continue to average over $250 per carat.  However, there is no assurance that sufficient
capital will be raised in order to reach such full scale operations.





Results of Operations



For the Three Months Ended November 30, 2011 and 2010



Revenues



The Company had no revenues for the three months ended November
30, 2011 and 2010.



Operating Expenses



For the three months ended November 30, 2011, our operating expenses
were $126,667 compared to $2,851,562 for the three months ended November 30, 2010, representing an decrease of $2,724,895.  In
2011 we incurred higher general and administrative expenses of $59,198 compared to $39,785 in 2010, primarily related to the results
of operations of Millennium included in the full quarter ended November 30, 2011 as opposed to half of the quarter in 2010.  Professional
fees increased in 2011 to $53,772 from $50,144 in 2010.  In 2010, we incurred $2,746,449 of stock compensation issued
to various consultants and supporters of the Company for which we did not incur such costs in 2011.



During the three months ended November 30, 2011, we incurred interest
expense of $5,857 compared to $3,066 in the same period of 2010 relating to debt acquired in the acquisition of Millennium.



Net Loss



For the period from April 13, 2006 (date of inception) to November
30, 2011, we have incurred an accumulated loss of $11,328,680 attributable to our shareholders.



Liquidity and Capital Resources



Overview



For the three months ended November 30, 2011, we funded our limited
operations through financing activities consisting primarily of private placements of equity securities with outside investors,
and by loans from an individual. Our principal use of funds during the three months ended November 30, 2011 has been for the ongoing
exploration efforts to develop our mining properties and for general corporate expenses.











Liquidity and Capital Resources during the three months ended
November 30, 2011 compared to the three months ended November 30, 2010



As of November 30, 2011, the Company had cash of $37,295 and a deficit
in working capital of $203,416.  The Company generated a negative cash flow from operations of $135,035 for the three
months ended November 30, 2011. The negative cash flow from operating activities for the period is primarily attributable to the
Company's net loss from operations of $110,610, non-controlling interest’s share of the Company’s net loss of $21,914
and changes in operating assets and liabilities of $16,208, offset by depreciation of $13,697.  Cash used in operations
for the three months ended November 30, 2010 was $114,762, consisting of a net loss of $2,845,129, non-controlling interest’s
share of the Company’s net loss of $9,499 and changes in operating assets and liabilities of $21,767, offset by common stock
issued for services of $2,746,449 and depreciation of $15,184.



Cash used in investing activities increased by $10,383 for the three
months ended November 30, 2011 compared to the three months ended August 28, 2010 primarily due to acquisition of property and
equipment in 2011.  Cash from financing activities decreased by $40,296 for the year three months November 30, 2011 compared
to 2010 due to decreased proceeds from the issuance of common stock and notes payable of $25,000 and loan payments made of $15,296
in 2011.



We will require additional financing during the current fiscal year
according to our planned exploration and operational activities. We plan to spend approximately $2,500,000 from June, 2011 to August,
2012 to carry out exploration, operational and administration activities on our Sierra Leone mineral properties and establish our
wholesale sales activities. We presently do not have sufficient financing to enable us to complete these activities and will require
additional financing to perform future exploration work on all of our mineral properties. Our actual expenditures on these activities
will depend on the amount of funds we have available as a result of our financing efforts. There is no assurance that we will be
able to raise the necessary financing.



Going Concern



Due to the uncertainty of our ability to meet our current operating
and capital expenses, our independent auditors included an explanatory paragraph in their report on the consolidated financial
statements for the year ended February 28, 2011 regarding concerns about our ability to continue as a going concern. Our unaudited
consolidated financial statements contain additional note disclosures describing the circumstances that lead to this disclosure
by our independent auditors.



Our unaudited consolidated financial statements have been prepared
on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business.
Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/ or
to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when
they become due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that
we will be able to continue as a going concern. Our unaudited consolidated financial statements do not include any adjustments
to the amount and classification of assets and liabilities that August be necessary should we be unable to continue as a going
concern.



There is no assurance that our operations will be profitable. The
Company has conducted private placements of its common stock, which have generated funds to satisfy the initial cash requirements
of its planned exploration ventures. Our continued existence and plans for future growth depend on our ability to obtain the additional
capital necessary to operate either through the generation of revenue or the issuance of additional debt or equity.



Off-Balance Sheet Arrangements



We currently have no off-balance sheet arrangements that have or
are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources.



Critical Accounting Policies



The preparation of consolidated financial statements in conformity
with accounting principles generally accepted in the United States of America requires us to make a number of 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. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting
period. We base our estimates on historical experiences and on various other assumptions that we believe to be reasonable under
the circumstances. Actual results August differ materially from these estimates under different assumptions and conditions. We
continue to monitor significant estimates made during the preparation of our financial statements. On an ongoing basis, we evaluate
estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates
and assumptions are reasonable in the circumstances; however, actual results August differ from these estimates under different
future conditions.



Our significant accounting policies are summarized in Note 2 of
our financial statements. While all of these significant accounting policies impact the Company’s consolidated financial
condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those
policies that have the most significant impact on the Company and require management to use











a greater degree of judgment and estimates. We believe that
the estimates and assumptions that are most important to the portrayal of our consolidated financial condition and results of operations,
in that they require subjective or complex judgments, form the basis for the accounting for mineral property costs, impairment
of long-lived assets, income taxes and stock-based compensation. We believe estimates and assumptions related to these critical
accounting policies are appropriate under the circumstances; however, should future events or occurrences result in unanticipated
consequences, there could be a material impact on our future consolidated financial conditions or results of operations. We suggest
that our significant accounting policies be read in conjunction with this Management's Discussion and Analysis of Financial Condition.



Additional Information



We file reports and other materials with the Securities and Exchange
Commission. These documents August be inspected and copied at the Commission's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C., 20549. You can obtain information on the operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. You can also get copies of documents that the Company files with the Commission through the Commission's Internet
site at www.sec.gov.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk.
|------- | -----------------------------------------------------------



The disclosure required under this item is not required to be reported
by smaller reporting companies; as such term is defined by Item 503(e) of Regulation S-K.



|Item 4. | Controls and Procedures.
|------- | ------------------------



Evaluation of Disclosure Controls and Procedures



The Securities and Exchange Commission defines the term “disclosure
controls and procedures” to mean a company's controls and other procedures of an issuer that are designed to ensure
that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s
rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of
1934 is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officers,
or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains
such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports
it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified
under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive
and interim chief financial officer to allow timely decisions regarding disclosure.



As of the end of the period covered by this report, we carried out
an evaluation, under the supervision and with the participation of our Chief Executive Officer and Interim Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief
Executive Officer and Interim Chief Financial Officer have concluded that the Company’s disclosure controls and procedures
are not effective as of such date.  The Chief Executive Officer and Interim Chief Financial Officer have determined that
the Company continues to have the following deficiencies which represent a material weakness:



|1. | Lack of oversight by independent directors in the establishment and monitoring of required internal controls and procedures;                                                                                                                                                                                                                                                    
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Lack of functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;                                                                                                                                                                                                                       
|3. | Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;
|3. | Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;                                                                                                                                                                                                                                    
|4. | Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.                                                                                                                                                                                                                                



To remediate our internal control weaknesses, management intends
to implement the following measures:



| | ▪ | The Company will add sufficient number of independent directors to the board and appoint an audit committee.
| | - | ------------------------------------------------------------------------------------------------------------



| | ▪ | The Company will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------











| | ▪ | The Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting.
| | - | -----------------------------------------------------------------------------------------------------------------



| | ▪ | Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------



The additional hiring is contingent upon The Company’s efforts
to obtain additional funding through equity or debt and the results of its operations. Management expects to secure funds in the
coming fiscal year but provides no assurances that it will be able to do so.



Changes in Internal Control over Financial Reporting



There were no changes in our internal control over financial reporting
that occurred during the last fiscal quarter, which has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.



PART II – OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------



There are no pending legal proceedings to which the Company is a
party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any
class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse
to the Company. The Company's property is not the subject of any pending legal proceedings.



|Item 1A. | Risk Factors
|-------- | ------------



The disclosure required under this item is not required to be reported
by smaller reporting companies; as such term is defined by Item 503(e) of Regulation S-K.  Please refer to our Annual
Report on Form 10-K filed with the Securities and Exchange Commission on July 15, 2011.





|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds.
|------- | ------------------------------------------------------------



On April 15, 2011, the Company issued 555,555 shares of its restricted
common stock in a private placement for a total of $50,000 ($0.09 per share).  The proceeds will be used for exploration
and general corporate purposes.



|Item 3. | Defaults Upon Senior Securities.
|------- | --------------------------------



None.



|Item 4. | (Removed and Reserved).
|------- | -----------------------



|Item 5. | Other Information.
|------- | ------------------



None.











Item 6.    Exhibits





|Exhibit 3.1  | Articles of Incorporation (1)                                                                                                                                              
|------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 3.2  | Bylaws (1)                                                                                                                                                                 
|Exhibit 3.3  | Certificate of Amendment to Articles of Incorporation for Increase in Authorized Common Shares (2)                                                                         
|Exhibit 10.1 | Agreement and Plan of Acquisition between Dolat Ventures, Inc. and Dove Diamonds & Mining, Inc. (3)                                                                        
|Exhibit 10.2 | Share Exchange Agreement between Dolat Ventures, Inc. and Millennium Mining LLC (4)                                                                                        
|Exhibit 31.1 | Rule 13a-14(a) Certification by the Principal Executive and Financial Officer (5)                                                                                          
|Exhibit 32.1 | Certification by the Principal Executive and Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (5)



|(1) | Incorporated by reference from Company’s Form S-1 filed with
        the Securities and Exchange Commission on June 10,
        2008.
|--- | -------------------------------------------------------------------------------------------------------------------------------------
|(2) | Incorporated by reference from Company’s Form 8-K filed with the Securities and Exchange Commission on August 2, 2010.               
|(3) | Incorporated by reference from Company’s Form 8-K filed with the Securities and Exchange Commission on November 17, 2009.            
|(4) | Incorporated by reference from Company’s Form 8-K filed with the Securities and Exchange Commission on April 15, 2010.               
|(5) | Filed herewith.                                                                                                                      





SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) 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.





|/s/ Shmuel Dovid Hauck                                                                                                                  |  | January 24, 2011
|--------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------
|Shmuel Dovid Hauck, President and Chief Financial
        Officer
        (Principal Executive and Principal Financial
        Officer) |  | Date