Dolat Ventures, Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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27-1885936
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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545 Eighth Avenue, Suite 401
New York, NY
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10018
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(Address of principal executive offices)
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(Zip Code)
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(212) 502-6657
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(Registrant’s telephone number, including area code)
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Large Accelerated Filer |
o
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Accelerated Filer |
o
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Non-Accelerated Filer |
o
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Smaller Reporting Company |
x
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PART I – FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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3 | ||
Consolidated Balance Sheets as of November 30, 2012 (unaudited) and May 31,2012
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3 | |||
Consolidated Statements of Operations for the Nine Months Ended November 30, 2012 and 2011 and for the Period April 13, 2006 (Inception) to August 31, 2012 (unaudited)
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4 | |||
Consolidated Statements of Cash Flows for the Nine Months Ended November 30, 2012 and 2011 and for the Period April 13, 2006 (Inception) to August 31, 2012 (unaudited)
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5 | |||
Notes to Consolidated Financial Statements (unaudited)
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6 | |||
Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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17 | ||
Item 3
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Quantitative and Qualitative Disclosures About Market Risk
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21 | ||
Item 4.
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Controls and Procedures
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21 | ||
PART II – OTHER INFORMATION
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Item 1.
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Legal Proceedings
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23 | ||
Item 1.A.
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Risk Factors
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23 | ||
Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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23 | ||
Item 3.
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Defaults Upon Senior Securities
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23 | ||
Item 4.
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Mine Safety Disclosures
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23 | ||
Item 5.
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Other Information
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23 | ||
Item 6.
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Exhibits
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24 | ||
SIGNATURE
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25 |
Item 1.
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Financial Statements
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31-Aug
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31-Aug
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30-Nov
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30-Nov
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|||||||||||||
2011
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2012
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2011
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2012
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(unaudited)
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(unaudited)
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(unaudited)
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(unaudited)
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ASSETS
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Current assets
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Cash
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$ | 37,295 | $ | 8,599 | $ | 37,295 | $ | 393 | ||||||||
Related party note receivable
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46,482 | 56,482 | 46,482 | 50,482 | ||||||||||||
Prepaid expenses
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22,500 | 22,500 | 22,500 | 22,500 | ||||||||||||
Total current assets
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106,277 | 87,581 | 106,277 | 73,375 | ||||||||||||
Property and equipment, net
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429,036 | 374,248 | 429,036 | 319,460 | ||||||||||||
Total assets
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$ | 535,313 | $ | 482,075 | $ | 535,313 | 392,835 | |||||||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current liabilities
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||||||||||||||||
Bank overdraft
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$ | 76,239 | $ | 60,049 | $ | 76,239 | $ | 60,049 | ||||||||
Accounts payable
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60,323 | 58,873 | 60,323 | 69,631 | ||||||||||||
Accrued liabilities
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9,200 | 8,809 | 9,200 | 8,809 | ||||||||||||
Related party payables
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6,435 | 35,935 | 6,435 | 40,935 | ||||||||||||
Notes payable
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157,693 | 57,496 | 157,496 | 51,496 | ||||||||||||
Total liabilities
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309,693 | 220,442 | 309,693 | 230,920 | ||||||||||||
Commitments and contingencies
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Stockholders' deficit
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||||||||||||||||
Preferred stock, $0.001 par value, 25,000,000 shares authorized
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||||||||||||||||
Series A preferred stock, 1,000,000 shares designated,
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no shares shares issued and outstanding
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- | |||||||||||||||
Series B preferred stock, 24,000,000 shares designated,
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no shares shares issued and outstanding
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- | |||||||||||||||
Common stock, $.001 par value, 250,000,000 shares authorized,
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||||||||||||||||
98,660,000 and 107,466,000 shares issued and outstanding
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at Aug 31, 2012 and Nov 30, 2012 respectively
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84,689 | 98,660 | 84,689 | 107,466 | ||||||||||||
Additional paid-in capital
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11,561,581 | 11,847,304 | 11,561,581 | 11,891,101 | ||||||||||||
Accumulated other comprehensive income (loss)
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(46,567 | ) | (37,487 | ) | (45,567 | ) | (42,104 | ) | ||||||||
Deficit accumulated during the exploration stage
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(11,328,680 | ) | (11,574,836 | ) | (11,328,680 | ) | (11,657,285 | ) | ||||||||
Total Dolat Ventures stockholders' deficit
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271,023 | 333,947 | 271,023 | 299,178 | ||||||||||||
Noncontrolling interest
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(45,403 | ) | (92,560 | ) | (45,403 | ) | (137,263 | ) | ||||||||
Total stockholders' deficit
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225,620 | 241,387 | 255,620 | 161,915 | ||||||||||||
Total liabilities and stockholders' deficit
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$ | 535.313 | $ | 461,829 | $ | 535,313 | 392,835 |
For the nine
months ended
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For the nine
months ended
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13-Apr-06
inception to
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For the six
months ended
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13-Apr-06
(Inception) to
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||||||||||||||||||||
Nov 30, 2012
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Nov 30, 2011
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Nov 30, 2012
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Aug 31, 2012
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Aug 31, 2011
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Aug 31, 2012
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Sales Revenues
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$ | - | $ | - | $ | 30,870 | $ | - | $ | - | $ | 30,870 | ||||||||||||
Operating Expenses
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||||||||||||||||||||||||
Mineral property Expenditures
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- | - | 11,144 | - | 11,144 | |||||||||||||||||||
General and administrative expenses
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11,146 | 59,198 | 458,749 | 11,361 | 59,198 | 458,749 | ||||||||||||||||||
Professional fees
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4,145 | 53,772 | 485,671 | 8,680 | 53,772 | 485,749 | ||||||||||||||||||
Depreciation expense
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54,788 | 13,697 | 188,069 | - | 13,697 | 133,281 | ||||||||||||||||||
Stock based compensation and donations
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- | - | 10,641,050 | 10,641,050 | ||||||||||||||||||||
Total operating expenses
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70,079 | 126,667 | 11,760,024 | 20,041 | 126,667 | 11,689,945 | ||||||||||||||||||
Loss from operations
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(70,079 | ) | (126,667 | ) | (11,760,024 | ) | (20,041 | ) | (126,667 | ) | (11,689,945 | ) | ||||||||||||
Other income (expense)
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Interest expense
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(19,813 | ) | (5,857 | ) | (39,141 | ) | - | (5,857 | ) | (19,328 | ) | |||||||||||||
Total other income (expense)
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- | (39,141 | ) | |||||||||||||||||||||
Loss before income taxes
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(89,892 | ) | (132,524 | ) | (11,799,165 | ) | (20,041 | ) | (132,524 | ) | (11,709,273 | ) | ||||||||||||
Provision for income taxes
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- | |||||||||||||||||||||||
Net loss attributable non-controlling interest
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7,443 | 21,914 | 137,263 | 7,443 | 21,914 | 129,820 | ||||||||||||||||||
Net loss attributable to Dolat Ventures, Inc.
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(82,449 | ) | (110,610 | ) | $ | (11,661,902 | ) | (12,598 | ) | (110,610 | ) | (11,579,299 | ) | |||||||||||
Weighted average number of shares outstanding – Basic and diluted
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98,660,000 | 84,435,094 | 107,466,362 | 98,660,000 | 84,435,094 | 98,600,000 | ||||||||||||||||||
Foreign currency translation gain
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- | (9,080 | ) | 4,617 | 4,463 | (4,617 | ) | 4,617 | ||||||||||||||||
Total comprehensive loss
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$ | (82,449 | ) | $ | (119,690 | ) | $ | (11,657,285 | ) | $ | (8,135 | ) | (115,227 | ) | (11,579,299 | ) |
For the Three
Months Ended
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13-Apr-06
(Inception) to |
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Nov. 30
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Nov. 30
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Nov 30
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2012
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2011
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2012
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Cash flows from operating activities:
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Net loss
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$ | (82,499 | ) | $ | (110,610 | ) | $ | (11,657,335 | ) | |||
Adjustments to reconcile net loss to net cash used in operations:
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Non-controlling interests
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(44,703 | ) | (21,914 | ) | (167,234 | ) | ||||||
Depreciation
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54,748 | 13,697 | 174,332 | |||||||||
Mineral property impairment
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- | 1,548 | ||||||||||
Stock issued for charitable donations
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- | 56,250 | ||||||||||
Stock issued for services
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2,500 | 10,587,300 | ||||||||||
Changes in operating assets and liabilities:
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Employee advances
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- | 8,519 | ||||||||||
Prepaid expenses
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- | (9,273 | ) | (22,500 | ) | |||||||
Bank overdraft
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- | 10,711 | 47,431 | |||||||||
Related party payables
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(5,000 | ) | 26,682 | |||||||||
Accounts payable and accrued liabilities
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(78,440 | ) | (17,646 | ) | (136,779 | ) | ||||||
Net cash used in operating activities
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(153,304 | ) | (135,035 | ) | (1,081,695 | ) | ||||||
Cash flows from investing activities:
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Cash acquired from acquisitions
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- | 31,599 | ||||||||||
Acquisition of property and equipment
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- | (4,000 | ) | (4,000 | ) | |||||||
Acquisition of mineral property
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- | (1,548 | ) | |||||||||
Issuance of note receivable - related party
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- | (18,218 | ) | |||||||||
Advances to related entities
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- | (307,103 | ) | |||||||||
Net cash from (used in) investing activities
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- | (4,000 | ) | (299,270 | ) | |||||||
Cash flows from financing activities:
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Proceeds from issuance of common stock
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146,098 | 50,000 | 1,353,098 | |||||||||
Proceeds from loans payable
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5,000 | 100,000 | 138,040 | |||||||||
Payments on loans payable
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(6,000 | ) | (15,296 | ) | (115,778 | ) | ||||||
Net cash from financing activities
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145,098 | 134,704 | 1,381,360 | |||||||||
Effect of exchange rate changes on cash
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- | 3,674 | - | |||||||||
Net increase (decrease) in cash
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(8,206 | ) | (657 | ) | (8,206 | ) | ||||||
Cash at beginning of period
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8,599 | 37,295 | 8,599 | |||||||||
Cash at end of period
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$ | 393 | $ | 37,295 | $ | 393 |
2012
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2011
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U.S. federal statutory rate
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34 | % | 34 | % | ||||
Valuation reserve
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- 34 | % | -34 | % | ||||
Total
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0 | % | 0 | % |
-
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An allocation or shift of income between taxing jurisdictions;
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-
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The characterization of income or a decision to exclude reportable taxable income in a tax return; or
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-
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A decision to classify a transaction, entity or other position in a tax return as tax exempt.
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk.
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Item 4.
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Controls and Procedures.
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1.
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Lack of oversight by independent directors in the establishment and monitoring of required internal controls and procedures;
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2.
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Lack of functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;
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3.
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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;
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4.
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Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;
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5.
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Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.
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▪
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The Company will add sufficient number of independent directors to the board and appoint an audit committee.
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▪
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The Company will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements.
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▪
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The Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting.
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▪
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Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.
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Item 1.
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Legal Proceedings
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Item 1A.
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Risk Factors
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds.
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Item 3.
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Defaults Upon Senior Securities.
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Item 4.
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Mine Safety Disclosures.
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Item 5.
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Other Information.
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Item 6.
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Exhibits (By incorporated reference): |
Exhibit 3.1
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Articles of Incorporation (1)
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Exhibit 3.2
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Bylaws (1)
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Exhibit 3.3
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Certificate of Amendment to Articles of Incorporation for Increase in Authorized Common Shares (2)
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Exhibit 10.1
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Agreement and Plan of Acquisition between Dolat Ventures, Inc. and Dove Diamonds & Mining, Inc. (3)
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Exhibit 10.2
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Share Exchange Agreement between Dolat Ventures, Inc. and Millennium Mining LLC (4)
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Exhibit 31.1
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Rule 13a-14(a) Certification by the Principal Executive and Financial Officer (5)
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Exhibit 32.1
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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)
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101.INS **
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XBRL Instance Document
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101.SCH **
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XBRL Taxonomy Extension Schema Document
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101.CAL **
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF **
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB **
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE **
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XBRL Taxonomy Extension Presentation Linkbase Document
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(1)
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Incorporated by reference from Company’s Form S-1 filed with the Securities and Exchange Commission on June 10, 2008.
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(2)
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Incorporated by reference from Company’s Form 8-K filed with the Securities and Exchange Commission on August 2, 2010.
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(3)
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Incorporated by reference from Company’s Form 8-K filed with the Securities and Exchange Commission on November 17, 2009.
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(4)
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Incorporated by reference from Company’s Form 8-K filed with the Securities and Exchange Commission on April 15, 2010.
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(5)
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Filed herewith.
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January 8, 2013
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By:
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/s/ Shmuel Dovid Hauck
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Shmuel Dovid Hauck, President and Chief Financial Officer
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(Principal Executive and Principal Financial Officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Dolat Ventures Corp., (the “Registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles; and
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditor and the audit committee of the registrant’s board of directors(or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Shmuel Dovid Hauck
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(Principal Executive and Principal Financial Officer) |
1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Shmuel Dovid Hauck
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Shmuel Dovid Hauck
Chief Executive Officer
(Principal Executive and Principal Financial Officer)
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Notes Payable
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9 Months Ended |
---|---|
Nov. 30, 2012
|
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Notes Payable [Abstract] | |
Note 4. Notes Payable | The Company issued twelve 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 February 1, 2009. Note Two is a non-interest bearing loan in the amount of $18,391 (80,000,000 Sierra Leones) obtained on March 28, 2008 and payable June 28, 2008. Note Twelve is a non-interest bearing loan secured by a motor vehicle in the amount of $3,218 (14,000,000 Sierra Leones) obtained on February 24, 2009 and due on demand. All twelve notes are in default at February 28, 2011.
During the year ended February 28, 2010, one of the Companys banks credited their overdraft balance by $34,070 (140,000,000 Sierra Leones) and created a Bank Loan for this amount. During the twelve months ended February 28, 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 twelve months ended February 28, 2011.
On March 28, 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 28, 2012. |