UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the yearly period ended February 28, ~~2012~~ 2013

☐ ¨ TRANSITION 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)

(Exact name of registrant as specified in its charter)

Nevada		27-1885936
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

No. 149 Beijing Road, Cultural Industry Park Office 5F, Fengtai District, Beijing, 10, People’s Republic of China
(Address of principal executive offices)		(Zip Code)

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)

+86 010-51363458

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (~~212~~1) ~~502-6657~~has filed all reports required to be filed by Section 13 or 15(~~Registrant’s~~d) ~~telephone~~of ~~number,~~the ~~including~~Exchange ~~area~~Act ~~code~~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. Yes ¨ No x

Indicate by check mark whether the registrant ~~(1)~~ has ~~filed~~submitted ~~all reports~~electronically and posted on its corporate Web site, if any, every Interactive Data File required to be ~~filed~~submitted byand ~~Section~~posted 13pursuant orto ~~15(d)~~Rule 405 of ~~the~~Regulation ~~Exchange~~S-T ~~Act~~(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the ~~issuer~~registrant was required to ~~file~~submit ~~such reports),~~ and ~~(2)~~post ~~has been subject to~~ such ~~filing~~files). ~~requirements~~Yes ¨ ~~for~~No ~~the past 90 days.~~¨

Yes ☑ No ☐

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).

Yes ☐ No ☐

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 Filer ☐¨ Accelerated Filer ☐¨ Non-Accelerated Filer ☐¨ Smaller Reporting Company ☑x

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes ¨ No x

~~Yes~~As ~~☐ No ☑~~of February 28, 2013 the registrant had 119,966,362 shares of its Common Stock, $0.001 par value, outstanding.

~~As of February 28, 2012 the registrant had~~TABLE ~~100,369,140~~OF ~~shares of its Common Stock, $0.001 par value, outstanding.~~ CONTENTS

DOLAT VENTURES, INC.

		Page
PART I

Item 1.	Business		3
Item 1A.	Risk Factors		4
Item 1B.	Unresolved Staff Comments		11
Item 2.	Properties		11
Item 3.	Legal Proceedings		11
Item 4.	Mine Safety Disclosure		11

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		12
Item 6.	Selected Financial Data		13
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		15
Item 8.	Financial Statements and Supplementary Data		15
	Balance Sheets		17
	Statements of Operations		18
	Statements of Stockholders’ Equity (Deficit)		19
	Statements of Cash Flows		20
	Notes to the Financial Statements		21
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		28
Item 9A.	Controls and Procedures		28

PART III

Item 10.	Directors, Executive Officers and Corporate Governance		30
Item 11.	Executive Compensation		31
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		32
Item 13.	Certain Relationships and Related Transactions, and Director Independence		32
Item 14.	Principal Accountant Fees and Services		32

PART IV

Item 15.	Exhibits and Financial Statement Schedules		33

SIGNATURES			34

~~FORM~~2 ~~10-K~~Table of Contents

~~FEBRUARY~~Cautionary ~~28,~~Notice ~~2012~~Regarding Forward-Looking Statements

~~INDEX~~Certain of the statements made herein under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere, including information incorporated herein by reference to other documents, are “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance and involve known and unknown risks, uncertainties and other factors, many of which may be beyond our control and which may cause the actual results, performance or achievements of Dolat Ventures, Inc. to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets as of February 28, 2012 and February 28, 2011
	Consolidated Statements of Operations for the Twelve Months Ended February 28, 2012 and 2011 and for the Period April 13, 2006 (Inception) to February 28, 2011
	Consolidated Statements of Cash Flows for the Twelve Months Ended February 28, 2012 and 2011 and for the Period April 13, 2006 (Inception) to February 28, 2012
	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 1A.	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

All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential” and other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation, those described in Part I, Item 1A. “Risk Factors,” and elsewhere in this report and those described from time to time in our future reports filed with the Securities and Exchange Commission (the “SEC”) under the Exchange Act.

~~PART~~All Iwritten –or ~~FINANCIAL~~oral ~~INFORMATION~~forward-looking statements that are made by or are attributable to us are expressly qualified in their entirety by this cautionary notice. Our forward-looking statements apply only as of the date of this report or the respective date of the document from which they are incorporated herein by reference. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date of this report, or after the respective dates on which such statements otherwise are made, whether as a result of new information, future events or otherwise.

~~Item~~PART ~~1. Financial Statements~~I

~~Dolat~~ITEM ~~Ventures, Inc~~1. ~~and Subsidiaries~~Business

~~(An~~Description ~~Exploration~~of ~~Stage Company)~~Business

~~Consolidated~~Dolat ~~Balance~~Ventures, ~~Sheets~~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.

	February 28			February 28,
	2012			2011
	(unaudited)
ASSETS
Current assets
Cash	$	37,295		$	37,952
Related party note receivable		46,482			47,718
Prepaid expenses		22,500			13,227
Total current assets		106,277			98,897
Property and equipment, net		429,036			450,251
Total assets	$	535,283		$	549,148
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Bank overdraft	$	76,239		$	65,528
Accounts payable		60,323			75,469
Accrued liabilities		9,200			11,700
Related party payables		6,435			6,435
Notes payable		157,496			72,792
Total liabilities		289,693			228,924
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 February 28, 2012 and February 28, 2011, respectively		84,689			84,133
Additional paid-in capital		11,561,581			11,512,137
Accumulated other comprehensive income (loss)		(46,567	)		(37,487	)
Deficit accumulated during the exploration stage		(11,328,680	)		(11,218,070	)
Total Dolat Ventures stockholders' deficit		271,023			340,713
Noncontrolling interest		(45,403	)		(23,489	)
Total stockholders' deficit		225,620			287,224
Total liabilities and stockholders' deficit	$	535,283		$	549,148

Plan of Operation

~~See~~We ~~accompanying~~are ~~notes~~currently tofocused ~~unaudited~~on ~~consolidated financial~~the ~~statements~~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.

~~Dolat~~3 ~~Ventures,~~Table ~~Inc.~~of ~~and Subsidiaries~~Contents

~~(An~~Dove ~~Exploration~~Diamonds ~~Stage~~and ~~Company)~~Mining

~~Consolidated~~Dove ~~Statements~~is currently in the early stages of ~~Operations~~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.

~~(unaudited)~~Millennium Mining, LLC

							For the Period
							April 13, 2006
	For the Twelve Months Ended						(Inception) to
	February 28,			February 28,			February 28,
	2012			2011			2012
Sales revenue	$	-		$	-		$	28,870
Operating expenses:
Mineral property expenditures		-			-			11,144
General and administrative expenses		59,198			39,785			247,415
Professional fees		53,772			50,144			451,191
Depreciation expense		13,697			15,184			64,796
Stock based compensation and donations		-			2,746,449			10,641,050
Total operating expenses		126,667			2,851,562			11,415,596
Loss from operations		(126,667	)		(2,851,562	)		(11,384,726	)
Other income (expense):
Interest expense		(5,857	)		(3,066	)		(19,328	)
Total other income (expense)		(5,857	)		(3,066	)		(19,328	)
Loss before income taxes		(132,524	)		(2,854,628	)		(11,404,054	)
Provision for income taxes		-			-			-
Net loss		(132,524	)		(2,854,628	)		(11,404,054	)
Net loss attributable to noncontrolling interest		21,914			9,499			75,374
Net loss attibutable to Dolat Ventures, Inc.	$	(110,610	)	$	(2,845,129	)	$	(11,328,680	)
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	)	$	(11,328,680	)
Foreign currency translation gain (loss)		(9,080	)		(9,289	)		(6,523	)
Total comprehensive loss	$	(119,690	)	$	(2,854,438	)	$	(11,335,203	)

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.

~~See~~This ~~accompanying~~site ~~notes~~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 ~~unaudited~~depths ~~consolidated financial~~of ~~statements~~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.

~~Dolat~~According ~~Ventures~~to the terms of the mining agreement dated January 26, ~~Inc.~~2008, Millennium will fund all diamond mining operations, and ~~Subsidiaries~~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 (28%) of the net profits.

~~(An~~During ~~Exploration~~the ~~Stage~~year ~~Company)~~ended February 28, 2010, 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.v

~~Consolidated~~Government ~~Statements~~Regulation ofand ~~Cash~~Environmental ~~Flows~~Control

~~(unaudited)~~The Company is subject to various federal, state and local environmental laws and regulations, which regulate, among other things, product safety and the discharge, storage, handling and disposal of a variety of substances and wastes, and to laws and regulations relating to employee safety and health, principally the Occupational Safety and Health Administration Act and regulations thereunder. The Company believes that it currently complies in all material respects with applicable environmental, health and safety laws and regulations and that future compliance with such existing laws or regulations will not have a material adverse effect on its capital expenditures, earnings or competitive position. However, there is no assurance that such requirements will not become more stringent in the future or that the Company will not have to incur significant costs to comply with such requirements.

							For the Period
							April 13, 2006
	For the Twelve Months Ended						(Inception) to
	February 28,			February 28,			February 28,
	2012			2011			2012
Cash flows from operating activities:
Net loss	$	(110,610	)	$	(2,845,129	)	$	(11,328,680	)
Adjustments to reconcile net loss to net cash used in operations:
Noncontrolling interests		(21,914	)		(9,499	)		(75,374	)
Depreciation		13,697			15,184			64,796
Mineral property impairment		-			-			1,548
Stock issued for charitable donations		-			-			56,250
Stock issued for services		-			2,746,449			10,584,800
Changes in operating assets and liabilities:
Employee advances		-			-			8,519
Prepaid expenses		(9,273	)		-			(22,500	)
Bank overdraft		10,711			-			63,621
Related party payables		-			-			28,682
Accounts payable and accrued liabilities		(17,646	)		(21,767	)		(55,779	)
Net cash used in operating activities		(135,035	)		(114,762	)		(671,117	)
Cash flows from investing activities:
Cash acquired from acquisitions		-			6,383			28,599
Acquisition of property and equipment		(4,000	)		-			(4,000	)
Acquisition of mineral property		-			-			(1,548	)
Issuance of note receivable - related party		-			-			(47,718	)
Advances to related entities		-			-			(298,000	)
Net cash from (used in) investing activities		(4,000	)		6,383			(289,667	)
Cash flows from financing activities:
Proceeds from issuance of common stock		50,000			175,000			907,000
Proceeds from loans payable		100,000			-			133,040
Payments on loans payable		(15,296	)		-			(15,296	)
Net cash from financing activities		134,704			175,000			1,024,744
Effect of exchange rate changes on cash		3,674			(1,333	)		3,335
Net increase (decrease) in cash		(657	)		65,288			37,295
Cash at beginning of period		37,952			1,792			-
Cash at end of period	$	37,295		$	67,080		$	37,295

Competition

~~See~~We ~~accompanying~~compete ~~notes~~with toother ~~unaudited~~mining ~~consolidated~~ companies in connection with the acquisition, exploration, financing and development of diamond properties. There is competition for the limited number of diamond acquisition and exploration opportunities, some of which is with other companies having substantially greater financial ~~statements~~resources than we have. As a result, we may have difficulty acquiring attractive diamond projects at reasonable prices. We also compete with other mining companies for mining engineers, geologists and other skilled personnel in the mining industry and for exploration and development equipment.

~~Dolat Ventures~~Trademarks, ~~Inc.~~Copyrights and ~~Subsidiaries~~Patents

~~(An Exploration Stage Company)~~None

~~Consolidated~~ITEM ~~Statements~~1A. ofRisk ~~Cash Flows (Continued)~~Factors

~~(unaudited)~~The following risk factors as well as the other information contained in this report and other filings made by the Company with the SEC should be considered in evaluating the Company’s business. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations. If any of the following risks actually occur, operating results may be affected in future periods.

					For the Period
					April 13, 2006
	For the Twelve Months Ended				(Inception) to
	February 28,		February 28,		February 28,
	2012		2011		2012
Supplemental disclosure of cash flow information:
Cash paid for interest	$	5,857	$	-	$	19,328
Cash paid for taxes	$	-	$	-	$	-
Non-cash investing and financing activities:
Forgiveness of debt from related party	$	-	$	-	$	25,247
Issuance of 20,622,000 shares of common stock for acquisition of Dove Diamonda and Mining, Inc.	$	-	$	-	$	560
Issuance of 28,000,000 shares of common stock for acquisition of Millennium Mining, LLC	$	-	$	75,474	$	89,913

Table of Contents

~~See~~We ~~accompanying~~may ~~notes~~need additional financing to ~~unaudited~~expand ~~consolidated financial~~our ~~statements~~business plan.

~~Dolat~~Our ~~Ventures~~business plan calls for substantial investment and cost in connection with the exploration of our mineral properties. While we believe we have sufficient funds to carry out our current plans, ~~Inc~~unforeseen expenses, an expanded exploration plan or establishing future mining operations could require additional operating capital. We do not currently have any arrangements for additional financing and ~~Subsidiaries~~we can provide no assurance to investors that we will be able to find additional financing if required. Obtaining additional financing would be subject to a number of factors, including market prices for minerals, investor acceptance of our properties, and investor sentiment. These factors may make the timing, amount, terms or conditions of additional financing unfavorable to us. The most likely source of future funds would be through the sale of additional equity capital and loans. Any sale of additional shares will result in dilution to existing stockholders while incurring additional debt will result in encumbrances on our property and future cash flows.

~~Notes~~Because there is no assurance when we will generate revenues, we may deplete our cash reserves and not have sufficient outside sources of capital to ~~Consolidated~~complete ~~Financial~~our ~~Statements~~exploration or mining programs.

~~February~~Exploration 28for natural resources is a speculative venture involving substantial risk. Hazards such as unusual or unexpected geological formations and other conditions often result in unsuccessful exploration efforts. Success in exploration is dependent upon a number of factors including, ~~2012~~but not limited to, quality of management, quality and availability of geological expertise and availability of exploration capital. Due to these and other factors, no assurance can be given that our exploration programs will result in the discovery of new mineral reserves or resources.

~~(unaudited)~~Diamond prices are volatile and there can be no assurance that a profitable market for diamond will exist.

~~Note~~The 1diamond –mining ~~Nature~~industry is intensely competitive, and there is no assurance that, even if we discover commercial quantities of ~~Business~~diamond mineral resources, ~~Presentation~~a profitable market will exist for the sale of those resources. There can be no assurance that diamond prices will remain at such levels or be such that we can mine at a profit. Factors beyond our control may affect the marketability of any minerals discovered. Diamond prices are subject to volatile changes resulting from a variety of factors including international economic and political trends, expectations of inflation, global and ~~Going~~regional ~~Concern~~supply and demand and consumption patterns, stock levels maintained by producers and others, the availability and increased production due to improved mining and production methods.

~~Organization~~Uncertainty involved in mining.

~~Dolat~~Mining ~~Ventures~~involves various types of risks and hazards, ~~Inc.~~including environmental hazards, ~~the~~unusual ~~“Company”~~or ~~was~~unexpected ~~incorporated in~~geological ~~Nevada~~operating onconditions ~~April~~such 13as rock bursts, ~~2006~~structural ~~with~~cave-ins ~~the~~or ~~intent~~slides, flooding, earthquakes and fires, labor disruptions, industrial accidents, metallurgical and other processing problems, metal losses, and periodic interruptions due to ~~engage~~inclement or hazardous weather conditions. These risks could result in ~~the~~damage ~~business~~to, or destruction of, mineral ~~property~~properties, ~~exploration~~production facilities or other properties, personal injury, environmental damage, delays in mining, increased production costs, monetary losses, and possible legal liability.

OnWe ~~February~~may 9,not ~~2009,~~be ~~the~~able ~~Company~~to ~~entered~~obtain ~~into~~insurance anto ~~Agreement~~cover ~~and~~these ~~Plan of~~risks ~~Acquisition~~at ~~(the~~economically ~~“Acquisition~~feasible ~~Agreement”)~~premiums. ~~with~~Insurance ~~Dove~~against ~~Diamond~~certain ~~and~~environmental ~~Mining~~risks, ~~Inc.~~including ~~(“Dove”),~~potential aliability ~~Nevada~~for ~~corporation, and~~pollution ~~the~~or ~~shareholders~~other ofhazards ~~Dove~~as ~~(“Dove~~a ~~Shareholders”)~~result ~~whereby the Company acquired 100%~~ of the ~~issued~~disposal ~~and outstanding common stock~~ of ~~Dove~~waste inproducts ~~exchange~~occurring ~~(the~~from ~~“Stock Exchange”) for 20~~production,~~622,000~~ ~~newly~~is ~~issued~~not ~~shares~~generally ofavailable ~~its~~to ~~restricted~~us ~~common stock. The~~or ~~final~~to ~~closing~~other ~~was~~companies ~~concluded~~within ~~and~~the ismining ~~effective~~industry. ~~February~~We ~~15,~~may ~~2009. For~~suffer ~~accounting~~a ~~purposes,~~material ~~the~~adverse ~~Stock Exchange~~effect ison ~~being~~our ~~accounted~~business ~~for~~if aswe ifincur ~~Dove~~losses isrelated ~~considered~~to aany ~~newly~~significant ~~created~~events ~~entity. Dove~~that ~~will~~are ~~import~~not ~~and~~covered ~~wholesale~~by ~~rough diamonds~~our ~~and~~insurance ~~gemstones~~policies.

InCalculation ~~conjunction with the acquisition~~ of ~~Dove,~~mineral ~~the~~resources ~~Company~~and ~~experienced a~~eventual ~~change~~recovery inis ~~control.~~only Onan ~~February 28~~estimate, ~~2009 Shmuel Dovid Hauck was nominated~~ and ~~elected~~there bycan ~~the~~be ~~Board~~no ofassurance ~~Directors~~about ~~as President of Dolat Ventures, Inc. upon~~ the ~~resignation~~quantity ~~of Gary Tice, who previously served as President, Chief Financial Officer, Secretary,~~ and agrade ~~Director. Mr. Hauck was also appointed to the Board~~ of ~~Directors~~minerals onuntil ~~February~~resources ~~28,~~are ~~2009~~actually mined.

OnThe ~~April~~calculation ~~13,~~of ~~2010~~reserves, ~~the~~resources ~~Company~~and ~~entered~~corresponding ~~into~~grades abeing ~~Share~~mined ~~Exchange~~or ~~Agreement with~~dedicated ~~Millennium~~to ~~Mining~~future ~~LLC~~production ~~(“Millennium”),~~are aimprecise ~~Sierra~~and ~~Leone~~depend ~~Limited~~on ~~Liability~~geological ~~Company. Under~~interpretation ~~the~~and ~~agreement, the~~statistical ~~company~~inferences ~~acquired~~or ~~75%~~assumptions ofdrawn ~~the~~from ~~capital~~drilling ~~stock~~and ofsampling ~~Millennium~~analysis, inwhich ~~exchange~~might ~~for~~prove ~~thirty~~to ~~million~~be ~~(28,000,000)~~unpredictable. ~~shares~~Mineral ofresources ~~the~~that ~~Company’s common~~are ~~stock.~~not ~~The~~mineral ~~shares~~reserves ofdo ~~stock~~not ~~acquired~~have ~~were~~demonstrated ~~owned~~economic ~~by Mr~~viability. ~~Shumel~~Until ~~Dovid~~reserves ~~Hauck~~or resources are actually mined and processed, the ~~Company’s~~quantity ~~President~~of reserves or resources and ~~majority~~grades ~~shareholder~~must be considered as estimates only. ~~Millennium is~~ anAny ~~operating~~material ~~entity~~change in the ~~business~~quantity of ~~mining~~reserves, ~~and~~resources, ~~wholesale~~grade ~~distribution~~or stripping ratio may affect the economic viability of ~~diamonds~~our ~~and~~properties. ~~precious~~In ~~gemstones~~addition, there can be no assurance that metal recoveries in small-scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

~~Basis~~5 Table of ~~Presentation~~Contents

~~The~~Our ~~accompanying~~planned ~~financial~~operations ~~statements~~involve ~~have~~exploration ~~been~~and ~~prepared~~development inand ~~accordance with~~there ~~accounting~~is ~~principles~~no ~~generally~~guarantee ~~accepted~~that inany ~~The~~such ~~United~~activity ~~States~~will ofresult ~~America~~in ~~and~~commercial ~~the~~production ~~rules and regulations~~ of ~~the~~mineral ~~Securities and Exchange Commission (“SEC”)~~deposits.

~~Going~~Mineral ~~Concern~~exploration and development involve substantial expenses and a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to adequately mitigate. There is no assurance that additional commercial quantities of ore will be discovered on our exploration properties. There is also no assurance that, even if commercial quantities of ore are discovered, a mineral property will be brought into commercial production, or if brought into production, that it will be profitable. The discovery of mineral deposits is dependent upon a number of factors including the technical skill of the exploration personnel involved. The commercial viability of a mineral deposit is also dependent upon, among a number of other factors, its size, grade and proximity to infrastructure, current metal prices, and government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection. Most of the above factors are beyond our control.

~~The~~Competition ~~accompanying~~for ~~unaudited~~new ~~consolidated~~mining ~~financial~~properties ~~statements~~may ~~have been~~prevent ~~prepared~~us onfrom aacquiring ~~going~~interests ~~concern basis, which contemplates the realization of assets and the satisfaction of liabilities~~ in ~~the normal~~additional ~~course~~properties ofor ~~business. As~~mining ~~reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit of $11,328,680 at February 28, 2011, a net loss and net cash used in~~ operations ~~of $110,610 and $135,035, respectively, for the twelve months ended February 28, 2011~~. ~~These conditions raise substantial doubt about the Company’s ability to continue as a going concern.~~

~~The~~Significant ~~ability~~and ofincreasing ~~the~~competition ~~Company’s~~exists tofor ~~continue~~mineral asacquisition aopportunities ~~going~~throughout ~~concern is~~the ~~dependent~~world. ~~upon~~Some of the ~~Company’s~~competitors ~~ability~~are tolarge, ~~further~~more ~~implement~~established ~~its~~mining ~~business~~companies ~~plan,~~with ~~generate~~substantial ~~revenues~~capabilities and greater financial resources, operational experience and ~~continue~~technical capabilities than us. As a result of the competition, we may be unable to ~~raise~~ acquire rights to exploit additional ~~investment~~attractive ~~capital~~mining properties on terms we consider acceptable. No ~~assurance~~Increased ~~can~~competition becould ~~given~~adversely affect our ability to attract necessary capital funding or acquire any interest in additional operations that ~~the~~would ~~Company~~yield ~~will~~reserves beor ~~successful~~result in ~~these~~commercial ~~efforts~~mining operations.

~~The~~Recent ~~unaudited~~high ~~consolidated~~diamond ~~financial~~prices ~~statements~~have doencouraged ~~not~~increased ~~include~~mining ~~any adjustments~~exploration, ~~relating~~development ~~to the recoverability~~ and ~~classification~~construction ofactivity, ~~recorded~~which ~~asset~~has ~~amounts~~increased ordemand ~~the~~for, ~~amounts~~ and ~~classification~~cost of, ~~liabilities that~~exploration, ~~might~~development beand ~~necessary~~construction ~~should~~services ~~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~~equipment.

~~Note~~Recent 2increases ~~– Summary~~in diamond prices have led to increases in mining exploration, development and construction activities, which have resulted in higher demand for, and costs of, ~~Significant~~exploration, ~~Accounting~~development ~~Policies~~and construction services and equipment. Increased demand for services and equipment could cause project costs to increase materially, resulting in delays if services or equipment cannot be obtained in a timely manner due to inadequate availability, and increase potential scheduling difficulties and cost increases due to the need to coordinate the availability of services or equipment, any of which could materially increase project exploration, development and construction costs and/or result in project delays.

~~Use~~Actual ofcapital ~~Estimates~~costs, operating costs, production and economic returns may differ significantly from those we have anticipated and there can be no assurance that any future development activities will result in profitable mining operations.

~~The~~Capital ~~preparation~~and ofoperating ~~consolidated~~costs, ~~financial~~production ~~statements~~and ineconomic ~~conformity with~~returns, ~~accounting~~and ~~principles~~other ~~(“U.S.~~estimates ~~GAAP”)~~contained ~~requires~~in ~~management~~the tofeasibility ~~make~~studies ~~estimates~~for ~~and~~our ~~assumptions~~projects ~~that~~may ~~affect~~differ ~~the~~significantly ~~reported amounts~~from ofthose ~~assets~~anticipated ~~and~~by ~~liabilities,~~our ~~the~~current ~~disclosures~~studies ofand ~~contingent~~estimates, ~~assets~~ and ~~liabilities~~there atcan ~~the~~be ~~date~~no ofassurance ~~the~~that ~~consolidated~~our ~~financial statements~~actual capital and ~~the~~operating ~~reported~~costs ~~amounts~~will ofnot ~~revenues~~be ~~and~~higher ~~expenses~~than ~~during~~currently ~~the~~anticipated. ~~reporting~~In ~~period. Significant~~addition, ~~estimates~~delays into ~~the accompanying~~construction ~~consolidated~~schedules ~~financial~~may ~~statements~~negatively ~~include~~impact the ~~depreciable~~net ~~lives~~present ofvalue ~~property~~ and ~~equipment,~~internal ~~valuation~~rates of ~~share-based payments~~return ~~and~~of ~~the~~our ~~valuation~~mineral ~~allowance~~properties onas ~~deferred~~set ~~tax~~forth ~~assets. Actual~~in ~~results~~the ~~could~~applicable ~~differ~~feasibility ~~from those estimates and would impact future results of operations and cash flows~~studies.

~~Principles~~6 Table of ~~Consolidation~~Contents

~~The~~There ~~consolidated~~can ~~financial~~be ~~statements~~no ~~include~~assurance that the ~~accounts~~interests ofheld ~~Dolat Ventures,~~by ~~Inc.,~~us ~~its~~in ~~wholly-owned~~our ~~subsidiary,~~properties ~~Dove~~are ~~Diamond~~free ~~and~~from ~~Mining, Inc, and its majority-owned subsidiary, Millennium Mining LLC~~defects. ~~All significant inter-company balances and transactions have been eliminated in consolidation.~~

~~Reclassifications~~We investigated the rights to explore and exploit our properties, and, to the best of our knowledge, believed those rights were in good standing. In the event we acquire subsequent interests and rights, no guarantee can be given that such rights will not be revoked or significantly altered to our detriment. There can also be no guarantee that our rights will not be challenged or impugned by third parties. The properties may be subject to prior recorded and unrecorded agreements, transfers or claims, and title may be affected by, among other things, undetected defects. A successful challenge to the precise area and location of these claims could result in our inability to operate on these properties as permitted or being unable to enforce any rights with respect to our properties.

~~Certain~~We ~~items~~are onexposed ~~the~~to ~~2010~~risks ~~statement~~ of ~~operations,~~changing ~~and~~political ~~statement of~~stability ~~cash~~and ~~flows~~government ~~have~~regulation ~~been~~in ~~reclassified~~the tocountry ~~conform~~in towhich ~~the~~it ~~current~~intends ~~period~~to ~~presentation~~operate.

~~Cash~~Any potential mining rights that we acquire may be affected in varying degrees by political instability, government regulations relating to the mining industry and ~~Cash~~foreign ~~Equivalents~~investment therein, and the policies of other nations in respect of the country where the mining operations take place. Any changes in regulations or shifts in political conditions are beyond our control and may adversely affect its business. Our operations may be affected in varying degrees by government regulations, including those with respect to restrictions on production, price controls, export controls, income taxes, and expropriation of property, employment, land use, water use, environmental legislation and mine safety. The regulatory environment is in a state of continuing change, and new laws, regulations and requirements may be retroactive in their effect and implementation. Our operations may also be affected in varying degrees by political and economic instability, economic or other sanctions imposed by other nations, terrorism, military repression, crime, extreme fluctuations in currency exchange rates and high inflation.

~~The~~We ~~Company~~are ~~considers~~subject ~~all~~to ~~highly~~substantial ~~liquid~~environmental ~~temporary~~and ~~cash~~other ~~investments with~~regulatory anrequirements ~~original~~and ~~maturity~~such ofregulations ~~twelve~~are ~~months~~becoming ormore ~~less~~stringent. toNon-compliance bewith ~~cash~~such ~~equivalents.~~regulations, Ateither ~~February~~through ~~28,~~current ~~2012~~or ~~and~~future ~~February~~operations ~~28,~~or ~~2011,~~a ~~respectively, the~~pre-existing ~~Company~~condition ~~had~~could nomaterially ~~cash~~adversely ~~equivalents~~affect us.

~~Property~~All phases of our operations are subject to environmental regulations in the jurisdiction in which it operates. Environmental legislation is evolving in a manner that will require stricter standards and ~~Equipment~~enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors, and employees. There can be no assurance that future changes in environmental regulation, if any, will not be materially adverse to our operations.

~~Property~~The ~~and~~mining ~~equipment~~properties ~~are~~may ~~recorded~~contain atenvironmental ~~cost.~~hazards, ~~Expenditures~~which ~~for major additions and betterments~~ are ~~capitalized.~~presently ~~Maintenance~~unknown ~~and repairs are charged~~ to ~~operations~~us ~~as incurred. Depreciation of property~~ and ~~equipment~~which ishave ~~computed~~been caused by ~~the~~previous ~~straight-line~~or ~~method~~existing ~~(after~~owners ~~taking~~or ~~into~~operators ~~account~~of ~~their respective estimated residual values) over~~ the ~~assets estimated useful lives of 10 years~~properties. ~~Upon~~If ~~sale~~these orproperties ~~retirement~~do ofcontain ~~property~~such ~~and equipment~~hazards, ~~the~~this ~~related~~could ~~cost~~lead ~~and~~to ~~accumulated depreciation~~our ~~are~~inability ~~removed~~to ~~from~~use the ~~accounts~~properties ~~and~~or ~~any~~may ~~gain~~cause orus ~~loss~~to isincur ~~reflected~~costs into ~~the~~clean ~~consolidated~~up ~~statements~~such ~~of operations~~hazards. ~~Leasehold improvements~~In ~~are~~addition, ~~amortized~~we oncould afind ~~straight-line~~ourselves ~~basis~~subject ~~over~~to ~~the~~litigation ~~term~~should ofsuch ~~the~~hazards ~~lease~~result orin ~~the~~injury ~~estimated~~to ~~useful~~any ~~lives, whichever is shorter~~persons.

~~Depreciation~~Government ~~expense~~approvals ~~was~~and ~~$13,697~~permits are sometimes required in connection with mining operations. Although we believe we will obtain all of the material approvals and ~~$15~~permits to carry on its operations,~~184~~ ~~for~~we may require additional approvals or permits or may be required to renew existing approvals or permits from time to time. Obtaining or renewing approvals or permits can be a complex and time-consuming process. There can be no assurance that we will be able to obtain or renew the ~~twelve~~necessary ~~months ended~~approvals ~~February~~and 28permits on acceptable terms, ~~2012~~in a timely manner, or at all. To the extent such approvals are required and ~~2011~~not obtained; we may be delayed or prohibited from proceeding with planned exploration, ~~respectively~~development or mining of mineral properties.

~~Mineral~~Failure ~~Property~~to comply with applicable laws, regulations and ~~Exploration~~permitting ~~Costs~~requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities, which may require operations to cease or be curtailed, or corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

~~The~~Amendments ~~Company~~to ~~has~~current ~~been~~laws, inregulations ~~the~~and ~~exploration~~permits ~~stage~~governing ~~since~~operations ~~April 13, 2006~~ and ~~has~~activities ~~not~~of ~~yet~~mining ~~realized~~companies, ~~sustainable~~or ~~revenues~~more ~~from~~stringent ~~its~~implementation ~~planned~~of ~~operations. It~~such isrequirements ~~primarily~~could ~~engaged~~have ina ~~the~~material ~~acquisition, exploration,~~adverse ~~and~~impact ~~development~~on ofus ~~mining properties~~ and ~~the~~cause ~~wholesale~~increases ~~distribution~~in ~~and~~capital ~~sale~~expenditures ofor ~~diamonds~~production ~~and~~costs ~~precious~~or ~~gemstones. In accordance~~reductions ~~with~~in ~~Securities~~levels ~~and~~of ~~Exchange~~production ~~Commission~~at ~~Industry~~producing ~~Guide~~properties 7,or ~~mineral~~require ~~property~~abandonment ~~acquisition~~or ~~costs~~delays ~~and~~in ~~exploration~~development ~~costs~~of ~~are expensed~~new tomining ~~operations as incurred~~properties.

~~When~~7 itTable ~~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.Contents

~~Impairment~~We orAre ~~Disposal~~a ofNew ~~Long-Lived~~Entrant ~~Assets~~Into the Diamond Mining and Development Industry Without Profitable Operating History.

The ~~Company~~business ~~accounts~~of ~~for~~diamond ~~the~~exploration ~~impairment~~and ordevelopment ~~disposal~~and ofmining ~~long-lived assets~~is ~~according~~subject to ~~the~~many ~~Financial~~risks ~~Accounting~~and ~~Standards~~if ~~Board~~diamond ~~(“FASB”)~~is ~~Accounting~~found ~~Standards~~in ~~Codification~~economic ~~(“ASC”) 360~~production ~~“Property~~quantities, ~~Plant~~the ~~and~~potential ~~Equipment”.~~profitability ~~ASC~~of ~~360~~future ~~clarifies~~possible ~~the~~diamond ~~accounting~~ventures ~~for~~depends ~~the~~upon ~~impairment~~factors ofbeyond ~~long-lived~~our ~~assets~~control. ~~and~~The ~~for long-lived~~potential ~~assets~~profitability toof bediamond ~~disposed~~properties ~~of,~~if ~~including~~economic ~~the~~quantities ~~disposal~~are offound ~~business~~is ~~segments~~dependent upon many factors and ~~major~~risks ~~lines~~beyond ofour ~~business.~~control, ~~Long-lived~~including, ~~assets are~~but ~~reviewed~~not ~~when~~limited ~~facts~~to: (i) unanticipated ground conditions; (ii) geological problems; (iii) mining and ~~circumstances~~other ~~indicate~~processing ~~that~~problems; (iv) the ~~carrying~~occurrence ~~value~~ of ~~the~~unusual ~~asset~~weather ~~August~~or ~~not~~operating beconditions ~~recoverable.~~and ~~When~~other ~~necessary, impaired~~force ~~assets~~majeure ~~are~~events; ~~written~~(v) ~~down~~lower tothan ~~estimate~~expected ~~fair~~diamond ~~value~~finds; ~~based~~(vi) onaccidents; (vii) delays in the ~~best~~receipt ~~information~~of ~~available.~~or ~~Estimated~~failure ~~fair~~to ~~value~~receive isnecessary ~~generally based~~government onpermits; ~~either~~(viii) ~~appraised~~delays ~~value~~in ortransportation; ~~measured~~(ix) bylabor ~~discounting~~disputes; ~~estimated~~(x) ~~future~~government ~~cash~~permit ~~flows.~~restrictions ~~Considerable~~and ~~management~~regulation ~~judgment~~restrictions; is(xi) ~~necessary to~~unavailability ~~estimate~~of ~~discounted~~materials ~~future~~and ~~cash~~equipment; ~~flows.~~and ~~Accordingly,~~(xii) ~~actual~~the ~~results~~failure ~~could~~of ~~vary~~equipment ~~significantly~~to ~~from~~operate ~~such~~in ~~estimates~~accordance with specifications or expectations.

~~Fair~~We ~~Value~~have ofa ~~Financial~~limited ~~Instruments~~operating history and have not generated a profit since inception; consequently our long term viability cannot be assured.

~~FASB~~Our ~~ASC~~prospects ~~820,~~for ~~Fair~~financial ~~Value~~success ~~Measurements~~are ~~and~~difficult ~~Disclosures,~~to ~~establishes a~~forecast ~~framework~~because ~~for~~we ~~measuring~~have ~~fair~~a ~~value~~limited ~~and~~operating ~~expands~~history. ~~disclosures~~Our ~~about~~prospects ~~fair~~for ~~value~~financial ~~measurements. ASC~~success ~~820~~must ~~defines~~be ~~fair~~considered ~~value~~in as light of the ~~price~~risks, ~~that~~expenses ~~would~~and bedifficulties ~~received~~frequently toencountered ~~sell~~by anmining ~~asset~~companies orinitiating ~~paid~~exploration toof ~~transfer~~unproven aproperties. ~~liability~~Our inbusiness ancould ~~orderly~~be ~~transaction~~subject ~~between~~to ~~market~~any ~~participants at~~or all of the ~~measurement~~problems, ~~date. ASC~~expenses, ~~820~~delays ~~states~~and ~~that~~risks ainherent ~~fair~~in ~~value~~the ~~measurement~~establishment ~~should~~of bea ~~determined~~diamond ~~based~~exploration onenterprise, ~~the~~including ~~assumptions the~~limited ~~market~~capital ~~participants~~resources, ~~would~~possible ~~use~~delays in ~~pricing~~mining ~~the~~explorations ~~asset~~and development, failure to identify commercially viable diamond or ~~liability. In~~silver ~~addition~~deposits, ~~ASC~~possible ~~820~~cost ~~specifies~~overruns adue ~~hierarchy~~to ofprice ~~valuation techniques~~and ~~based~~cost onincreases ~~whether~~in ~~the~~exploration ~~types~~and ofore ~~valuation~~processing, ~~information~~uncertain ~~(“inputs”)~~diamond ~~are~~market ~~observable~~prices, orinability ~~unobservable. Observable inputs~~to ~~reflect~~accurately ~~market~~predict ~~data~~mining ~~obtained~~results ~~from~~and ~~independent~~attract ~~sources~~and retain qualified employees. Therefore, ~~while~~there ~~unobservable~~can ~~inputs~~be ~~reflect~~no ~~the~~assurance ~~reporting~~that ~~entity’s~~our ~~own assumptions~~exploration ~~about~~or ~~the~~mining ~~assumptions~~will ~~market~~be ~~participants~~successful, ~~would~~that ~~use~~we inwill ~~pricing~~be ~~the~~able ~~asset~~to achieve or ~~liability~~maintain ~~developed~~profitable ~~based~~operations onor ~~the~~that ~~best~~we ~~information available~~will innot ~~the~~encounter ~~circumstances~~unforeseen difficulties that may deplete our capital resources more rapidly than anticipated.

~~The~~We ~~twelve~~Have ~~broad~~a ~~levels~~History ~~defined~~of byOperating ~~ASC~~Losses ~~820~~and ~~hierarchy~~There ~~are~~Can asBe ~~follows:~~No Assurance We Will Be Profitable in the Future.

~~Level~~We 1do –not ~~quoted~~expect ~~prices~~positive cash flow from operations in the near term. There is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital may be required in the event that: (i) the costs to acquire additional properties are more than we currently anticipate; (ii) mining and completion costs for ~~identical~~additional ~~assets~~properties increase beyond our expectations; or ~~liabilities in~~(iii) ~~active~~we ~~markets~~encounter greater costs associated with general and administrative expenses or offering costs.

~~Level~~Our 2development –of ~~pricing~~and ~~inputs~~participation ~~are~~in ~~other~~what ~~than~~could ~~quoted~~evolve ~~prices~~into inan ~~active markets~~increasing number of diamond prospects may require substantial capital expenditures. The uncertainty and factors described throughout this section may impede our ability to economically find, ~~which~~develop, ~~are~~produce, ~~either~~and ~~directly~~acquire diamond properties. As a result, we may not be able to achieve or ~~indirectly~~sustain ~~observable~~profitability asor ofpositive ~~the~~cash ~~reported~~flows ~~date~~from operating activities in the future.

~~Level~~We 3Have –Received ~~valuations~~a ~~derived~~Going ~~from~~Concern ~~methods~~Opinion inFrom ~~which~~Our ~~one~~Independent ~~or more~~Registered ~~significant~~Public ~~inputs~~Auditors’ orReport ~~significant~~Accompanying ~~value~~Our ~~drivers~~February ~~are~~28, ~~unobservable~~2013, inand ~~the~~February ~~markets~~29, 2012 Financial Statements.

~~These~~The ~~financial~~independent ~~instruments~~registered ~~are~~public ~~measured using management~~auditor’s ~~best~~ ~~estimate~~report ofaccompanying ~~fair~~our ~~value~~February 28, ~~where~~2013 ~~the~~and ~~inputs~~2012 ~~into~~audited ~~the~~financial ~~determination~~statements ofcontains ~~fair~~an ~~value~~explanatory ~~require~~paragraph ~~significant~~expressing ~~management~~substantial ~~judgment~~doubt about our ability to ~~estimation~~continue as a going concern. ~~Valuations~~ ~~based~~The onfinancial ~~unobservable~~statements ~~inputs~~have ~~are~~been ~~highly~~prepared ~~subjective~~“assuming ~~and~~that ~~require~~the ~~significant~~Company ~~judgments~~will continue as a going concern. ~~Changes~~” inOur ~~such~~ability ~~judgments could~~to ~~have~~continue as a ~~material~~going ~~impact~~concern is dependent on ~~fair~~raising ~~value~~additional ~~estimates~~capital to fund our operations and ultimately on generating future profitable operations. In ~~addition,~~There ~~since~~can ~~estimates~~be ~~are~~no asassurance that we will be able to raise sufficient additional capital or eventually have positive cash flow from operations to address all of aour ~~specific~~cash ~~point~~flow inneeds. ~~time, they~~If we are ~~susceptible~~not able to ~~material~~find ~~near-term~~alternative ~~changes. Changes~~sources inof ~~economic~~cash ~~conditions~~or ~~August~~generate ~~also~~positive ~~dramatically~~cash ~~affect~~flow ~~the estimated~~from ~~fair~~operations, ~~values~~our business and shareholders will be materially and adversely affected.

~~Fair~~8 ~~value~~Table ~~estimates discussed herein are based upon certain market assumptions and pertinent information available to management as~~ of February 28, 2012. 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.Contents

~~Revenue~~We ~~Recognition~~may need additional capital to accomplish our exploration and future development plans, and there can be no assurance that financing will be available on terms acceptable to us or at all.

The ~~Company~~exploration ~~recognized~~and ~~revenue~~development of mining properties, including the continued exploration and development of any proposed projects and the construction of mining facilities and operations may require substantial additional financing. Failure to obtain sufficient financing, or financing on ~~arrangements~~terms acceptable to us, may result in ~~accordance~~a ~~with ASC~~delay ~~Topic~~or ~~605~~indefinite postponement of exploration, ~~“Revenue~~development ~~Recognition” (“ASC~~or ~~Topic~~production ~~605”). Under~~on ~~ASC~~any ~~Topic~~or ~~605~~all properties we may obtain, ~~revenue~~ isor ~~recognized~~even a loss of an interest in a property. The only ~~when~~source ~~the~~of ~~price~~funds now available to us is ~~fixed~~through ~~and~~the ~~determinable~~sale of debt or equity capital, ~~persuasive~~properties, ~~evidence~~royalty interests or the entering into of joint ventures or other strategic alliances in which the funding sources could become entitled to an ~~arrangement~~interest ~~exists~~in properties or projects we may obtain. Additional financing may not be available when needed or if available, the ~~service is~~terms ~~performed~~of such financing might not be favorable to us and ~~collectability~~might involve substantial dilution to existing shareholders. If financing involves the issuance of debt, the ~~resulting~~terms ~~receivable~~of isthe ~~reasonably~~agreement ~~assured~~governing such debt could impose restrictions on our operation of our business. ~~Revenue~~ isFailure ~~recognized~~to raise capital when ~~the~~needed ~~products are~~would ~~received~~have ~~and~~a ~~accepted~~material byadverse ~~the~~effect ~~customer~~on our business, financial condition and results of operations.

~~Environmental~~We ~~Costs~~are exposed to risks of changing labor and employment regulations.

~~Environmental~~Production ~~expenditures~~at ~~that~~its ~~relate~~mining tooperations ~~current~~is ~~operations~~dependent ~~are expensed~~upon orthe ~~capitalized~~efforts asof ~~appropriate~~mining employees. ~~Expenditures~~In ~~that~~addition, ~~relate~~employee torelations anmay ~~existing~~be ~~condition~~affected ~~caused~~ by ~~past~~changes ~~operations,~~in ~~and~~the ~~which do~~scheme ~~not~~of ~~contribute~~labor torelations ~~current~~that ormay ~~future~~be ~~revenue~~introduced ~~generation,~~by ~~are~~the ~~expensed.~~relevant ~~Liabilities~~governmental ~~are~~authorities ~~recorded~~in ~~when~~whose ~~environmental~~jurisdictions ~~assessments and/or~~we ~~remedial~~carry ~~efforts~~on ~~are~~business. ~~probable,~~Changes ~~and~~in ~~the~~such ~~cost~~legislation ~~can~~or bein ~~reasonably estimated. Generally,~~ the ~~timing~~relationship ofbetween ~~these~~us ~~accruals~~and ~~coincides with~~our ~~the~~employees ~~earlier~~may ofhave ~~completion of~~ a ~~feasibility~~material ~~study~~adverse oreffect ~~the~~on ~~Company’s~~our ~~commitments~~business, toresults ~~plan~~ of ~~action~~operations ~~based~~and onfinancial ~~the then known facts~~condition.

~~Stock~~We ~~Based~~rely ~~Compensation~~on our management and key personnel, and there is no assurance that such persons will remain with us or that we will be able to recruit skilled individuals.

~~The~~We ~~Company~~rely ~~accounts~~heavily ~~for~~on ~~Stock-Based~~our ~~Compensation~~existing ~~under~~management. ~~ASC~~We ~~718 “Compensation~~do –not ~~Stock~~maintain ~~Compensation~~“key man”, ~~which~~insurance. ~~addresses~~Recruiting ~~the~~and ~~accounting~~retaining ~~for~~qualified ~~transactions~~personnel inis ~~which~~critical anto ~~entity~~our ~~exchanges its~~success. ~~equity~~The ~~instruments~~number ~~for~~of ~~goods~~persons orskilled ~~services~~in the acquisition, ~~with~~exploration aand ~~primary~~development ~~focus~~of onmining ~~transactions~~properties inis ~~which~~limited anand ~~entity~~competition ~~obtains~~for ~~employee~~the services in ~~share-based~~of ~~payment~~such ~~transactions.~~persons ~~ASC 718-10~~ is ~~a revision to SFAS No~~intense. ~~123,~~As ~~"Accounting~~our ~~for~~business ~~Stock-Based~~activity ~~Compensation~~grows,~~" and~~ ~~supersedes~~it ~~Accounting~~may ~~Principles~~require ~~Board~~additional ~~("APB")~~key ~~Opinion~~financial, ~~No. 25~~administrative, ~~"Accounting~~technical ~~for~~and ~~Stock~~mining ~~Issued~~personnel. toAlthough ~~Employees," and~~we ~~its~~believe ~~related~~that ~~implementation~~we ~~guidance.~~will ~~ASC~~be ~~718-10~~successful ~~requires~~in ~~measurement~~attracting ofand ~~the~~retaining ~~cost~~qualified ofpersonnel, ~~employee~~there ~~services~~can ~~received~~be inno ~~exchange for~~assurance ~~an award~~ of ~~equity~~such ~~instruments~~success. ~~based~~The onfailure ~~the~~to ~~grant-date~~attract ~~fair~~such ~~value~~personnel ofto ~~the~~manage ~~award~~growth ~~(with~~effectively ~~limited~~could ~~exceptions).~~have ~~Incremental~~a ~~compensation costs~~material ~~arising~~adverse ~~from~~effect ~~subsequent~~on ~~modifications~~our ofbusiness, ~~awards~~prospects, ~~after~~financial ~~the~~conditions ~~grant~~and ~~date~~results ~~must~~of ~~be recognized~~operations.

~~The~~Our ~~Company~~Officers ~~accounts~~and ~~for~~Directors ~~stock-based~~May ~~compensation~~be ~~awards~~Subject to ~~non-employees in~~Conflicts ~~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~~Interest. 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~~Certain ~~Company~~of ~~has~~our ~~not~~officers ~~adopted~~and adirectors ~~stock~~at ~~option~~times ~~plan~~may only be employed part time and can become subject to conflicts of interest. Some devote part of their working time to other business endeavors, including consulting relationships with other entities, and has ~~not~~responsibilities ~~granted any~~to ~~stock~~these ~~options~~other entities. Such conflicts include deciding how much time to devote to our affairs, as well as what business opportunities should be presented to us. Because of ~~February~~these 28relationships, ~~2012~~our officers and directors could be subject to conflicts of interest. Currently, we have no policy in place to address such conflicts of interest.

~~Income~~RISKS ~~Taxes~~RELATED TO OUR COMMON STOCK

~~Income~~Sales ~~taxes~~of ~~are~~a ~~accounted~~Substantial ~~for~~Number ~~under~~of ~~the~~Shares ~~liability method~~ of ~~accounting for~~Our ~~income~~Common ~~taxes. Under~~Stock ~~the~~Into ~~liability method, future tax liabilities and assets are recognized for~~ the ~~estimated~~Public ~~future tax~~Market ~~consequences~~by ~~attributable~~Certain toStockholders ~~differences~~May ~~between~~Result ~~the amounts reported~~ in ~~the~~Significant ~~financial~~Downward ~~statement~~Pressure ~~carrying~~on ~~amounts~~the Price of ~~existing assets~~Our ~~and~~Common ~~liabilities~~Stock and ~~their~~Could ~~respective~~Affect ~~tax~~Your ~~bases. Future~~Ability ~~tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected~~ to ~~apply~~Realize ~~when~~ the ~~asset~~Current isTrading ~~realized~~Price ~~or the liability settled. The effect~~ of aOur ~~change~~Common ~~in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs~~Stock. ~~Future income tax assets are recognized to the extent that they are considered more likely than not to be realized.~~

~~The~~Sales ~~FASB~~of ~~has~~a ~~issued~~substantial ~~ASC~~number ~~740~~of ~~“Income~~shares ~~Taxes”~~of ~~(formerly, Financial~~our ~~Interpretation~~common ~~No.~~stock ~~48, “Accounting for Uncertainty~~ in ~~Income Taxes” – An Interpretation of FASB Statement No. 109 (FIN 48)). ASC 740 clarifies~~ the ~~accounting~~public ~~for~~market ~~uncertainty~~by incertain ~~income~~stockholders ~~taxes~~could ~~recognized~~cause ina anreduction ~~enterprise’s financial statements~~ in ~~accordance~~the ~~with~~market ~~prior~~price ~~literature~~of ~~FASB~~our ~~Statement~~common Nostock. ~~109,~~As ~~Accounting~~of ~~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~~date ~~merits~~ of ~~the~~this ~~position.~~Annual IfReport, ~~the~~we ~~more-likely-than-not~~have ~~threshold is met~~119,966,362 ashares ~~company~~of ~~must~~common ~~measure~~stock ~~the~~issued ~~tax~~and ~~position to determine the amount to recognize in the financial statements~~outstanding.

As ~~a result~~ of the ~~implementation~~date of this ~~standard~~Annual Report, ~~the~~there ~~Company performed~~are a57,348,085 ~~review~~outstanding shares of ~~its~~our ~~material~~common ~~tax~~stock ~~positions~~that are restricted securities as that term is defined in ~~accordance~~Rule ~~with~~144 ~~recognition~~under ~~and~~the ~~measurement~~Securities ~~standards~~Act ~~established~~of by1933, ~~FASB~~as ~~ASC 740~~amended ~~and~~(the ~~concluded~~“Securities ~~that~~Act”). Although the ~~tax~~Securities ~~position~~Act ofand Rule 144 place certain prohibitions on the ~~Company~~sale ~~has~~of ~~not~~restricted ~~met~~securities, restricted securities may be sold into the ~~more-likely-than-not~~public ~~threshold~~market asunder ofcertain ~~February~~conditions. 28See “Item 5. Market for Registrant’s Common Equity, ~~2011~~Related Stockholder Matters and Issuer Purchases of Equity Securities.”

~~Foreign~~ Any ~~Currency~~significant ~~Translation~~downward pressure on the price of our common stock as the selling stockholders sell their shares of our common stock could encourage short sales by the selling stockholders or others. Any such short sales could place further downward pressure on the price of our common stock.

~~The~~9 ~~consolidated~~Table financial statements are presented in United States dollars. In accordance with ASC 828 ‘‘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).Contents

~~Basic~~The Trading Price of Our Common Stock on the OTC Bulletin Board Will Fluctuate Significantly and ~~Diluted~~Stockholders ~~Loss~~May ~~Per~~Have ~~Share~~Difficulty Reselling Their Shares.

~~The~~As ~~Company~~of ~~computes~~the ~~income~~date ~~(loss)~~of ~~per~~this ~~share~~Annual inReport, ~~accordance~~our ~~with ASC~~common ~~260,~~stock ~~"Earnings~~trades ~~per~~on ~~Share",~~the ~~which~~Over-the-Counter ~~requires~~Bulletin ~~presentation~~Board. ofThere ~~both~~is ~~basic~~a ~~and~~volatility ~~diluted~~associated ~~earnings~~with ~~per~~Bulletin ~~share~~Board ~~(“EPS”) on~~securities ~~the~~in ~~face~~general ofand the ~~statement~~value of ~~operations. Basic~~your ~~EPS~~investment iscould ~~computed~~decline bydue ~~dividing income (loss) available~~ to ~~common shareholders by~~ the ~~weighted~~impact ~~average~~of ~~number~~any of ~~shares outstanding during~~ the ~~period. Diluted~~following ~~EPS~~factors ~~gives~~upon ~~effect~~the tomarket ~~all~~price ~~dilutive potential shares~~ of our common stock: ~~outstanding~~(i) ~~during~~disappointing ~~the~~results ~~period~~from ~~using~~our ~~the~~exploration ~~treasury~~or ~~stock~~development ~~method~~efforts; ~~and~~(ii) ~~convertible~~failure ~~preferred~~to ~~stock~~meet ~~using~~our ~~the if-converted~~revenue ~~method. In~~or ~~computing~~profit ~~diluted~~goals ~~EPS,~~or ~~the~~operating ~~average~~budget; ~~stock~~(iii) ~~price~~decline ~~for~~in ~~the~~demand ~~period~~for isour ~~used~~common instock; ~~determining~~(iv) ~~the~~downward ~~number of~~revisions ~~shares~~in ~~assumed~~securities toanalysts’ beestimates ~~purchased~~or ~~from~~changes ~~the~~in ~~exercise~~general ofmarket ~~stock~~conditions; ~~options~~(v) ortechnological ~~warrants. Diluted~~innovations ~~EPS~~by ~~excludes~~competitors ~~all~~or ~~dilutive potential~~in ~~shares~~competing iftechnologies; ~~their~~(vi) ~~effect~~lack isof ~~anti-dilutive. Dilutive~~funding ~~loss~~generated ~~per~~for ~~share~~operations; ~~has~~(vii) ~~not~~investor ~~been~~perception ~~presented~~of ~~because~~our asindustry ofor ~~February 28,~~our ~~2011~~prospects; and ~~2010,~~(viii) ~~respectively,~~general ~~there~~economic ~~were~~trends; noand ~~common~~(ix) ~~share~~commodity ~~equivalents~~price ~~outstanding.~~fluctuation

~~Segment~~In ~~Information~~addition, stock markets have experienced price and volume fluctuations and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of our common stock. As a result, investors may be unable to sell their shares at a fair price and you may lose all or part of your investment.

InAdditional ~~accordance~~Issuance ~~with the provisions~~ of ~~ASC~~Equity ~~280-10,~~Securities ~~“Disclosures about~~May ~~Segments~~Result ofin anDilution ~~Enterprise and Related Information”, the Company is required~~ to ~~report~~Our ~~financial~~Existing ~~and descriptive information about its reportable operating segments~~Stockholders. ~~The Company operates in only one operating segment as of February 28, 2012.~~

~~Exploration~~Our ~~Stage~~Articles ~~Company~~of Incorporation, as amended, authorize the issuance of 250,000,000 shares of common stock and 49,000,000 shares of preferred stock. The Board of Directors has the authority to issue additional shares of our capital stock to provide additional financing in the future and the issuance of any such shares may result in a reduction of the book value or market price of the outstanding shares of our common stock. If we do issue any such additional shares, such issuance also will cause a reduction in the proportionate ownership and voting power of all other stockholders. As a result of such dilution, your proportionate ownership interest and voting power will be decreased accordingly. Further, any such issuance could result in a change of control.

~~The~~Our ~~Company~~ability isto obtain additional financing during the period in which such rights are outstanding may be adversely affected and the existence of the rights may have an ~~“exploration~~adverse ~~stage~~effect ~~company”~~on asthe ~~defined~~ market price of its common shares. The holders of the debentures may exercise such securities at a time when we would be able to obtain needed capital by a new offering of securities on terms more favorable than those provided by the outstanding rights. The increase in the ~~Securities~~number ~~and~~of ~~Exchange~~our ~~Commission~~common ~~Industry~~shares ~~Guide~~in 7,the market resulting from the exercise of such rights and isthe ~~subject~~possibility toof ~~compliance~~sales ~~with~~of ~~ASC~~such ~~Topic~~shares ~~915~~may ~~“Development Stage~~have ~~Entities”~~a depressive effect on the price of our common shares. To ~~date~~In addition, as a result of such additional common shares, the ~~Company's~~voting ~~planned~~power ~~principal~~of ~~operations~~our ~~have~~existing ~~not~~shareholders ~~fully~~will ~~commenced~~be substantially diluted.

~~Accounting~~We ~~Standards~~may, ~~Codification~~in the future, grant to some or all of its directors, key employees and consultants options to purchase its common shares at exercise prices equal to market prices at times when the public market is depressed. To the extent that significant numbers of such options are granted and exercised, the interests of our then existing shareholders will be subject to additional dilution.

InWe ~~September~~may ~~2009,~~be ~~the~~subject ~~Financial~~to ~~Accounting Standards Board (~~“~~FASB”) issued~~penny ~~ASC 105, formerly FASB Statement No. 168, the FASB Accounting Standards Codification (“Codification~~stock”) ~~and the Hierarchy of Generally Accepted Accounting Principles (“GAAP”), a replacement of FASB Statement No~~regulations. 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~~The Securities and Exchange Commission, or SEC, has adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of ~~Recent~~less ~~Accounting~~than ~~Pronouncements~~$5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and our sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules. These additional sales practice and disclosure requirements could impede the sale of our securities. Whenever any of our securities become subject to the penny stock rules, holders of those securities may have difficulty in selling those securities.

~~The~~10 ~~Company~~Table ~~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 February 28, 2011 through the date these financial statements were issued.Contents

~~Note~~The 3trading –price ~~Mineral~~for ~~Properties~~our common shares is volatile.

~~Paula~~Securities ~~Property~~of micro- and small-cap companies have experienced substantial volatility in the past, ~~British~~often ~~Columbia~~based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries. Our share price is also likely to be significantly affected by short-term changes in diamond prices or in its financial condition or results of operations as reflected in its quarterly earnings reports. Other factors unrelated to our performance that may have an effect on the price of its common shares include the following: the extent of analytical coverage available to investors concerning our business may be limited if investment banks with research capabilities do not follow our securities; the lessening in trading volume and general market interest in our securities may affect an investor’s ability to trade significant numbers of common shares; the size of our public float may limit the ability of some institutions to invest in our securities; and a substantial decline in the price of its common shares that persists for a significant period of time could cause our securities to be delisted from the OTCBB, ~~Canada~~further reducing market liquidity. As a result of any of these factors, the market price of our common shares at any given point in time may not accurately reflect our long-term value.

OnWe ~~October~~have 3,no ~~2006,~~record ~~the Company acquired a 100% undivided right, title and interest in and to the ‘‘Paula Property’’ located in the province~~ of ~~British~~paying ~~Columbia, Canada from an unrelated party for $1,000~~dividends. 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, 2010, the Company has decided to abandon the Paula Property to focus on its operations acquired in Sierra Leone.

BoWe ~~District~~have no dividend record. We have not paid any dividends on the common shares since incorporation and do not anticipate doing so in the foreseeable future. Payment of any future dividends will be at the discretion of our board of directors after taking into account many factors, ~~Sierra~~including ~~Leone~~operating results, financial condition, capital requirements, business opportunities and restrictions contained in any financing agreements.

OnITEM ~~April 13, 2010, the Company acquired 75% of the capital stock of Millennium Mining LLC (“Millennium”)~~1B. ~~Millennium~~ ~~was~~Unresolved ~~incorporated~~Staff 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.Comments

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 (28%) of the net profits.None

~~Note~~ITEM 42. ~~– Notes Payable~~Properties

~~The~~Our ~~Company~~principal ~~issued~~office ~~twelve~~space ~~notes payable as follows: Note One~~ is a ~~non-interest~~located ~~bearing~~at ~~loan~~No. in149 ~~the~~Beijing ~~amount of $17~~Road,~~113~~ ~~(74,441,165~~Cultural ~~Sierra~~Industry ~~Leones)~~Park ~~disbursed~~Office ~~to the Company on multiple dates between March 15~~5F, ~~2008~~Fengtai ~~and August 5~~District, ~~2009. All amounts were payable February 1~~Beijing, ~~2009. Note Two is a non-interest bearing loan in the amount of $18~~10,~~391~~ ~~(80,000,000~~People’s ~~Sierra~~Republic ~~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~~China. ~~All~~ ~~twelve notes are in default at February 28, 2011.~~

~~During~~ITEM ~~the year ended February 28, 2010, 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~~3. ~~During the~~ ~~twelve~~Legal 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.Proceedings

OnThe ~~March~~Company 28is, ~~2011~~from time to time, involved in various legal proceedings relating to claims arising in the ordinary course of its business. Neither the Company ~~issued~~nor any of its subsidiaries is a ~~short-term~~party ~~note~~to ~~payable in~~any such legal proceeding the ~~amount~~outcome of ~~$100~~which,~~000. The~~ ~~note~~individually isor ~~non-interest~~in ~~bearing~~the ~~and~~aggregate, is ~~due~~expected ~~January~~to 28have a material adverse effect on the Company’s financial position, ~~2012~~results of operations or cash flows.

~~Note~~ITEM 54. –Mine ~~Related~~Safety ~~Party Transactions~~Disclosure

AsNot 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, 2010 and February 28, 2011.applicable

On11 ~~February~~Table ~~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 February 15, 2009Contents

~~During~~PART ~~the year ended February 28, 2010, Dove advanced $298,000 to a Millennium,~~II ~~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.~~

OnDescription ~~February 28, 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 February 28, 2009.Securities

~~For~~ The ~~the~~Company ~~years~~is ~~ended~~authorized ~~February~~to 28issue up to 250,000,000 ~~2010~~shares ~~and~~of ~~February~~capital 28stock, ~~2009~~all ~~the Company~~of ~~paid~~which are classified as common stock with a ~~total~~par value of $~~220~~0.001 ~~and~~per $2share. On February 28,~~500~~ 2013, ~~respectively~~there were 119,966,362 toshares of the Company’s ~~sole~~common ~~officer~~stock ~~for~~issued ~~administrative~~and ~~services~~were ~~rendered to the Company~~outstanding.

OnMarket ~~April~~Information 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 (28,000,000) 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.~~Price

OnThe ~~July~~Company’s ~~21,~~common ~~2010,~~stock is traded on the ~~Company~~NASDAQ ~~issued~~Capital 1Market under the symbol “DOLV”. On February 28,~~000~~ 2013,~~000~~ ~~shares~~the closing price of ~~its~~the ~~restricted~~ Company’s common stock towas $0.0147 per share. The table below sets forth the ~~brother-in-law~~high and low closing price per share of the Company’s ~~President~~common ~~and~~stock ~~Director~~during ~~for~~each ~~compensation~~quarter ~~for~~of ~~past~~fiscal ~~support~~years of2013 ~~the~~and ~~Company~~2012.

Note 6 – Stockholders’ Deficit

	Closing Price
Quarter	High		Low
Fiscal Year 2013
First Quarter	$	0.105	$	0.002
Second Quarter		0.070		0.001
Third Quarter		0.035		0.005
Fourth Quarter		0.024		0.008

Fiscal Year 2012
First Quarter	$	0.100	$	0.030
Second Quarter		0.050		0.002
Third Quarter		0.012		0.003
Fourth Quarter		0.105		0.003

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

OnAs ~~June~~of 26May 5, ~~2006~~2017, ~~the~~there ~~Company~~were ~~issued~~approximately ~~1,000,000~~122 ~~restricted~~registered ~~shares~~ holders of ~~its~~the Company’s 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.~~Dividends

OnNo ~~February~~dividends 1,have ~~2006,~~ever ~~the~~been ~~Company~~declared ~~issued~~by ~~800,000~~the ~~restricted~~Board ~~shares~~ of ~~its~~Directors on our common stock. ~~for~~Our ~~$16,000~~losses do not currently indicate the ability to pay any cash dividends, orand ~~$.02~~we ~~per~~do ~~share~~not indicate the intention of paying cash dividends either on our common stock in the foreseeable future.

OnSecurities ~~February~~Authorized ~~15,~~For ~~2009,~~Issuance ~~the~~Under ~~Company~~Compensation ~~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.~~Plans

~~During~~We ~~the~~do ~~year~~not ~~ended~~have ~~February~~an ~~28,~~equity ~~2010,~~compensation ~~the company sold 1,803,279 restricted shares of its common stock for $325,000 or $0~~plan.18 ~~per share. The Company incurred $17,500 of expense related to sale of these shares.~~

On12 ~~April~~Table ~~13, 2010, the Company issued 28,000,000 shares~~ of ~~common stock in a share exchange agreement for 75% of Millennium Mining LLC common stock.~~Contents

OnIssuer ~~July~~Purchases ~~29, 2010, the Company filed an amendment to its articles~~ of ~~incorporation~~Equity ~~with the Nevada Secretary of State to increase its authorized number of common shares to 250,000,000 at $0~~Securities.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~~As of the date of this Annual Report and during fiscal year ended February 28, ~~2010~~2013, ~~the~~we ~~Company~~ issued ~~a total of 4~~21,~~162~~000,~~223~~000 ~~restricted~~ shares of ~~its~~our common stock: ~~for $503~~18,500,000 ~~cash,~~shares orwere anissued ~~average~~upon the conversion of debt valued at $~~0.12~~18,500 ~~per~~and ~~share~~42,500,000 ~~under~~shares ~~private~~were ~~placements~~issued for services valued at $75,000.

~~During~~ITEM ~~the year ended February 28, 2010, 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~~6.~~147~~ ~~per~~Selected ~~share,~~Financial ~~based on the market value at the date of issuance.~~Data

~~During~~Not the year ended February 28, 2010, 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.applicable

~~During~~ITEM ~~the~~7. ~~year~~Management’s ~~ended~~Discussion ~~February~~and ~~28,~~Analysis ~~2010, the Company issued 19,709,660 shares~~ of ~~its~~Financial ~~restricted~~Condition ~~common stock to various individuals~~ and ~~entities~~Results ~~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.~~Operations

During the year ended February 28, 2010, 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.General

~~During~~Dolat ~~the~~Ventures, ~~twelve~~Inc. ~~months~~(the ~~ended~~“Company”, ~~May~~“Dolat”, 28“DOLV”, ~~2011~~“we”, ~~the~~“us” ~~Company~~or ~~issued 555~~“our”),~~555~~ ~~restricted~~through ~~shares~~its ofwholly ~~its~~and ~~common~~majority ~~stock~~owned ~~for~~subsidiaries, ~~$50~~Dove Diamonds and Mining,~~000~~ ~~cash~~Inc. and Millennium Mining LLC, orrespectively, ~~$0.09~~is ~~per~~focused ~~share~~on the early stages of acquiring diamonds, ~~under~~gems and precious stones from a ~~private~~variety ~~placement~~of locations throughout the African continent.

~~The~~We ~~Company~~were ~~has~~incorporated ~~not~~on ~~adopted~~April a13, ~~stock~~2006 ~~option~~in ~~plan~~the state of Nevada. We are an exploration stage enterprise and ~~has~~have not ~~granted any~~sustained ~~stock~~operations ~~options~~or generated or ~~issued~~realized any ~~warrants~~significant asrevenues offrom our business operations. On February 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 (he resigned in December 2015). On April 13, 2010, the Company entered into a Share Exchange Agreement under which the Company agreed to exchange Thirty-Million (28,000,000) ~~2011~~shares of Common stock to Millennium in exchange for 75%, or (22,500,000 shares) of the issued and outstanding capital stock of Millennium.

~~Note~~On 7October –3, ~~Income~~2006, ~~Taxes~~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, 2010, the Company has decided to abandon the Paula Property to focus on its operations acquired in Sierra Leone.

~~Deferred~~Results ~~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 February 28, 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.Operations

~~The~~For ~~provisions for income taxes differ from~~ the ~~amount~~Twelve ~~computed by~~Months ~~applying~~Ended ~~the~~February ~~statutory~~28, ~~federal~~2013 ~~income tax rate to Income before provision for income taxes. The source~~ and ~~tax effects of the differences are as follows for the twelve months ended~~ February 2829, ~~2011 and 2010:~~2012

	2012			2011
U.S. federal statutory rate		34	%		34	%
Valuation reserve		- 34	%		-34	%
Total		0	%		0	%

Revenues

As The ~~of February 28, 2012, the~~ Company ~~did~~had ~~not~~no ~~recognize~~revenues ~~any~~for ~~assets or liabilities relative to uncertain tax positions, nor do we anticipate any significant unrecognized tax benefits will be recorded during~~ the ~~next~~twelve 12 months~~. Any~~ ~~interest~~ended orFebruary ~~penalties~~28, ~~related~~2013 toand ~~unrecognized~~February ~~tax benefits is recognized in income tax expense. Since there are no unrecognized tax benefits as a result of tax positions taken~~29, ~~there are no accrued penalties or interest~~2012.

~~Tax~~Operating 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:Expenses

-For Anthe ~~allocation~~twelve ormonths ~~shift~~ended ofFebruary ~~income~~28, ~~between~~2013 ~~taxing~~and ~~jurisdictions;~~February 29, 2012, our operating expenses were $107,512 and $1,965,852, respectively. Stock based compensation, the main expense, was $75,000 in 2013 compared to $1,449,861 the previous year.

-Other ~~The~~Income ~~characterization of income or a decision to exclude reportable taxable income in a tax return; or~~(Expenses)

-During Athe ~~decision~~twelve tomonths ~~classify~~ended aFebruary ~~transaction~~28, ~~entity~~2013, orwe ~~other~~incurred ~~position~~interest expense of $0 compared to $798 in the same period of 2012 and we incurred derivative income of $135,048 in the 2013 period versus a ~~tax~~derivative ~~return~~loss asof ~~tax~~$236,188 ~~exempt~~in the 2012 period.

~~The~~Net 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 February 28, 2012.Loss

~~The~~For ~~Company’s~~the ~~practice~~year isended toFebruary ~~recognize~~28, ~~interest~~2013, ~~and/or~~the ~~penalties related~~company tohad net income ~~tax~~of ~~matters~~$27,536 inprimarily ~~income~~as ~~tax~~a ~~expense.~~result ~~The~~of ~~Company~~the ~~had~~derivative noincome ~~accrual~~of ~~for~~$135,048. ~~interest~~For orthe ~~penalties~~year onended February 29, 2012, the ~~Company’s balance~~company ~~sheets~~had ata ~~February~~net ~~28,~~loss ~~2012~~of $2,202,838 ~~and~~primarily ~~has~~due ~~not~~to ~~recognized~~stock ~~interest~~based ~~and/or~~compensation ~~penalties~~of in$1,449,861, ~~the~~professional ~~statement~~fees of ~~operations~~$346,787, ~~for~~and ~~either period~~derivative expense of $236,188.

~~Note~~13 8Table ~~– Subsequent~~of ~~Events~~Contents

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

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~Overview

~~SPECIAL~~For ~~NOTE~~the ~~CONCERNING~~twelve ~~FORWARD-LOOKING~~months ~~STATEMENTS~~ended February 28, 2013, we funded our limited operations through financing activities consisting primarily of stock based compensation, and by loans from a shareholder. Our principal use of funds during the twelve months ended February 28, 2013 has been for the ongoing exploration efforts to develop our mining properties and for general corporate expenses. For the year ended February 29, 2012 funding of operations primarily consisted of stock issued for services and stock issued for cash of $350,000.

WeLiquidity ~~believe that it is important to communicate our future expectations to our security holders~~ and toCapital ~~the~~Resources ~~public. This~~during ~~report, therefore, contains statements about future events and expectations which are “forward-looking statements” within~~ the ~~meaning~~twelve ofmonths ~~Sections~~ended ~~27A~~February ~~of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934~~29, ~~including~~2013 ~~the~~compared ~~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,~~twelve ~~objectives,~~months ~~expectations~~ended ~~and~~February ~~prospects reflected in or suggested by our forward-looking statements are reasonable~~29, 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.2012

~~Important~~As ~~factors~~of ~~that~~February ~~might~~28, ~~cause~~2013, ~~our actual results to differ materially from~~ the ~~results~~Company ~~contemplated~~had bycash ~~the~~of ~~forward-looking~~$2 ~~statements~~and ~~are~~a ~~contained~~deficit in ~~the~~working ~~“Risk~~capital ~~Factors” section~~ of ~~and~~$191,278. ~~elsewhere~~The inCompany ~~our~~generated ~~Annual~~a ~~Report~~negative oncash ~~Form~~flow ~~10-K~~from operations of $29,361 for the ~~fiscal~~twelve ~~year~~months ended February 28, ~~2012and in our subsequent filings with the Securities and Exchange Commission~~2013. ~~The~~ ~~following~~Cash ~~discussion~~used ofin ~~our results of~~ operations ~~should~~for bethe ~~read~~twelve ~~together with~~months ~~our~~ended ~~financial~~February ~~statements~~29, ~~and~~2012 ~~related~~was ~~notes included elsewhere in this report~~$346,567.

~~Company~~We ~~Overview~~will require additional financing during the current fiscal year according to our planned exploration and operational 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.

~~Dolat~~Going 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.Concern

~~Company~~Due ~~History~~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 financial statements for the year ended February 28, 2013 and February 29, 2012 regarding concerns about our ability to continue as a going concern. Our audited financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

WeOur ~~were~~audited ~~incorporated~~financial statements have been prepared on ~~April~~a 13going concern basis, ~~2006~~which inassumes the ~~state~~realization of ~~Nevada.~~assets ~~We are~~and ansettlement ~~exploration~~of ~~stage~~liabilities ~~enterprise~~in ~~and~~the ~~have~~normal ~~not~~course ~~sustained~~of ~~operations~~business. orOur ~~generated~~ability orto ~~realized~~continue ~~any~~as ~~significant~~a ~~revenues~~going ~~from~~concern is dependent upon our ~~business~~ ~~operations.~~ability Onto ~~February~~generate ~~15,~~profitable ~~2009,~~operations wein ~~acquired~~the ~~100%~~future ofand/ or to obtain the ~~outstanding~~necessary ~~capital~~financing ~~stock~~to ofmeet ~~Dove~~our ~~Diamonds~~obligations and ~~Mining,~~repay ~~Inc., a~~our ~~Nevada~~liabilities ~~Corporation~~arising ~~(“Dove”),~~from atnormal ~~which~~business ~~point~~operations ~~the~~when ~~Company~~they ~~experienced~~become adue. ~~change~~The inoutcome ~~control~~of ~~and~~these ~~Shmuel~~matters ~~Dovid~~cannot ~~Hauck~~be ~~became our~~predicted ~~President~~with any certainty at this time and ~~sole~~raise ~~Director.~~substantial Ondoubt ~~April~~that ~~13,~~we ~~2010,~~will ~~the~~be ~~Company~~able ~~entered~~to ~~into~~continue as a ~~Share~~going ~~Exchange~~concern. ~~Agreement~~Our ~~under~~audited ~~which~~financial ~~the~~statements ~~Company agreed~~do tonot ~~exchange~~include ~~Thirty-Million~~any ~~(28,000,000)~~adjustments ~~shares~~to ofthe ~~Common~~amount ~~stock~~and toclassification ~~Millennium~~of inassets ~~exchange~~and ~~for~~liabilities ~~75%,~~that ormight ~~(22,500,000~~be ~~shares) of~~necessary ~~the~~should ~~issued~~we ~~and~~be ~~outstanding~~unable ~~capital~~to ~~stock~~continue ofas ~~Millennium~~a going concern.

OnThere ~~October~~is 3,no ~~2006,~~assurance ~~the~~that ~~Company~~our ~~acquired~~operations awill ~~100%~~be ~~undivided~~profitable. ~~right, title~~The ~~and~~Company ~~interest~~has inconducted ~~and~~private toplacements ~~the~~of ~~‘‘Paula~~its ~~Property’’~~common ~~located~~stock, inwhich ~~the~~have ~~province~~generated offunds ~~British~~to ~~Columbia,~~satisfy ~~Canada from~~the aninitial ~~unrelated~~cash ~~party~~requirements ~~for~~of ~~$1,000. From~~its ~~that~~planned ~~time~~exploration ~~through~~ventures. ~~February~~Our ~~28,~~continued ~~2010,~~existence ~~the~~and ~~Company~~plans ~~has~~for ~~incurred~~future ~~property~~growth ~~acquisition and~~depend ~~exploration~~on ~~costs~~our ~~totaling~~ability ~~$10,771~~to onobtain the ~~Paula~~additional ~~Property. During~~capital ~~the~~necessary ~~year~~to ~~ended~~operate ~~February~~either ~~28,~~through ~~2010,~~ the ~~Company~~generation ~~has decided~~of torevenue ~~abandon~~or the ~~Paula~~issuance ~~Property~~of toadditional ~~focus~~debt onor ~~its operations acquired in Sierra Leone~~equity.

~~Plan~~14 Table of ~~Operation~~Contents

WeCritical ~~are~~Accounting Policies ~~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.~~Estimates

~~Dove~~Our ~~Diamonds~~discussion and ~~Mining~~analysis of our financial condition and results of operations as of February 28, 2013 and February 29, 2012 are based upon our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates. We base the estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. These estimates and assumptions provide a basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and these differences may be material. The footnotes to our financial statements contain critical accounting policies that affect our more significant judgments and estimates used in the preparation of our financial statements. These policies should be reviewed to understand our financial condition and results of operations.

~~Dove~~Off-Balance isSheet 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.Arrangements

~~Millennium~~We ~~Mining~~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, ~~LLC~~changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

~~Millennium’s~~ITEM ~~core operations are to mine, extract, refine, and purify precious metals and stones~~7A. We ~~intend~~Quantitative ~~to buy, sell, distribute~~ and ~~export~~Qualitative ~~diamond~~Disclosures ~~bauxite,~~about ~~rutile~~Market ~~gold, silver and all other precious minerals in Sierra Leone and internationally~~Risk.

~~Millennium~~As ~~is party to~~ a ~~mining~~“smaller ~~agreement~~reporting ~~pursuant~~company” toas ~~which~~defined ~~owners of~~by ~~land~~Item in10 ~~the towns~~ of ~~Gandorhun~~Regulation ~~and Njala in the Tikonko Chiefdom~~S-K, ~~Bo District of Sierra Leone have agreed to allow Millennium to mine~~ the ~~area~~Company ~~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~~not ~~for~~required ~~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~~provide ~~the~~this ~~Waanje River and form the Kittam, which empties into the Atlantic Ocean~~information. ~~The country's most important commercial river, it has historically produced the bulk of Sierra Leone's diamond exports.~~

~~This~~ITEM ~~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~~8. ~~The~~Financial ~~pool~~Statements ~~goes down to depths of 90 feet~~ and ~~the~~Supplementary ~~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.~~Data

~~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~~ 15 Table ~~structures. The landowners who hold the license to mine this area shall be entitled to thirty percent (28%)~~ of ~~the net profits.~~Contents

~~During~~REPORT ~~the~~OF ~~year~~INDEPENDENT ~~ended~~REGISTERED ~~February~~PUBLIC ~~28,~~ACCOUNTING 2010, 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.FIRM

~~Results~~To the Board of ~~Operations~~Directors of Dolat Ventures, Inc.

~~For~~We have audited the ~~Twelve~~accompanying ~~Months~~balance ~~Ended~~sheets of Dolat Ventures, Inc. as of February 28, 2013 and February 29, 2012 and ~~2011~~the related statements of operations, shareholders’ equity and cash flows for the years then ended. Dolat Ventures, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits. We were not engaged to examine management’s assertion about the effectiveness of Dolat Ventures, Inc.’s internal control over financial reporting as of February 28, 2013 and February 29, 2012.

~~Revenues~~We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~The~~In ~~Company~~our ~~had~~opinion, nothe ~~revenues~~financial ~~for~~statements referred to above present fairly, in all material respects, the ~~twelve~~financial ~~months~~position ~~ended~~of Dolat Ventures, Inc. as of February 28, 2013 and February 29, 2012, and ~~2011~~the results of its operations and its cash for the years then ended in conformity with accounting principles generally accepted in the United States of America.

~~Operating~~The ~~Expenses~~accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s ability to raise additional capital through debt and/or equity financing to fund its operating costs is unknown, which raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~For~~Pembroke ~~the twelve months ended February 28~~Pines, ~~2012,~~Florida ~~our~~July ~~operating expenses were $126~~24,~~667~~ compared to $2,851,562 for the twelve months ended February 28, 2011, representing an decrease of $2,724,895. In 2012 we incurred higher general and administrative expenses of $59,198 compared to $39,785 in 2011, primarily related to the results of operations of Millennium included in the full quarter ended February 28, 2012 as opposed to half of the quarter in 2010. Professional fees increased in 2012 to $53,772 from $50,144 in 2010. In 2011, 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 2011.2017

~~During~~16 ~~the~~Table ~~twelve months ended February 28, 2012, we incurred interest expense~~ of ~~$5,857 compared to $3,066 in the same period of 2011 relating to debt acquired in the acquisition of Millennium.~~Contents

~~Net~~DOLAT ~~Loss~~VENTURES, INC. BALANCE SHEETS

For the period from April 13, 2006 (date of inception) to February 28, 2012, we have incurred an accumulated loss of $11,328,680 attributable to our shareholders.

	February 28,			February 29,
Assets:	2013			2012
Current Assets
Cash	$	2		$	10,216
Note Receivable		-			400
Total Current Assets		2			10,616

Total Assets	$	2		$	10,616

Liabilities and Stockholders’ Deficit:
Current Liabilities
Accounts Payable	$	30,212		$	35,633
Accounts Payable- Related Party		14,935			6,435
Shareholder Loan		33,467			19,500
Convertible Notes Payable		6,526			25,174
Convertible Notes Payable- Related Party		5,000			-
Derivative Liability		101,140			236,188
Total Current Liabilities		191,280			322,930

Total Liabilities		191,280			322,930

Stockholders’ Equity/(Deficit):
Preferred Stock, Par value $0.001, Authorized 25,000,000 shares Series A Preferred Stock, 1,000,000 shares designated, no shares issued and outstanding		-			-
Series B Preferred Stock, 24,000,000 shares designated, 4,981,350 shares issued and outstanding		4,981			4,981
Common Stock, Par value $0.001, Authorized 250,000,000 shares Issued 119,966,362 and 98,966,362, respectively		119,966			98,966
Additional Paid-In Capital		14,122,633			14,050,133
Accumulated Deficit		(14,438,858	)		(14,466,394	)
Total Stockholders’ Deficit		(191,278	)		(312,314	)

Total Liabilities and Stockholders’ Deficit	$	2		$	10,616

~~Liquidity~~The ~~and~~accompanying ~~Capital~~notes ~~Resources~~are an integral part of these financial statements.

~~Overview~~17 Table of Contents

~~For~~DOLAT ~~the twelve months ended February 28~~VENTURES, ~~2012, 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~~INC. ~~Our~~STATEMENTS ~~principal~~OF ~~use of funds during the twelve months ended February 28, 2012 has been for the ongoing exploration efforts to develop our mining properties and for general corporate expenses.~~OPERATIONS

Liquidity and Capital Resources during the twelve months ended February 28, 2012 compared to the twelve months ended February 28, 2011

	For the Years Ended
	February 28, 2013			February 29, 2012
Revenues	$	-		$	-
Costs of revenues		-			-
Gross Margin		-			-

Operating Expenses:
Professional fees		23,317			346,787
Stock based compensation		75,000			1,449,861
Wages		-			90,816
General and administrative		9,195			78,388
Total Operating Expenses		107,512			1,965,852

Operating (Loss)		(107,512	)		(1,965,852	)

Other Income (Expense):
Interest expense		-			(798	)
Derivative income (expense)		135,048			(236,188	)
Total Other Income (Expense)		135,048			(236,986	)

Net Income (Loss) Before Taxes		27,536			(2,202,838	)

Income Tax Provision		-			-

Net Income (Loss)	$	27,536		$	(2,202,838	)

Income (Loss) per Share, Basic & Diluted	$	0.00		$	(0.02	)

Weighted Average Shares
Outstanding		104,026,636			90,861,079

~~As of February 28, 2012, the Company had cash of $37,295 and a deficit in working capital of $203,416.~~ The ~~Company~~accompanying ~~generated~~notes aare ~~negative~~an ~~cash~~integral ~~flow~~part ~~from operations~~ of ~~$135,035~~these ~~for~~financial ~~the twelve months ended February 28, 2012~~statements. 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 twelve months ended February 28, 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~~18 ~~used~~Table ~~in investing activities increased by $10,383 for the twelve months ended February 28, 2012 compared to the twelve months ended February 28, 2010 primarily due to acquisition~~ of property and equipment in 2012. Cash from financing activities decreased by $40,296 for the year twelve months February 28, 2012 compared to 2011 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.Contents

WeDOLAT ~~will~~VENTURES, ~~require additional financing during the current fiscal year according to our planned exploration and operational activities~~INC. WeSTATEMENT ~~plan~~OF toSTOCKHOLDERS’ ~~spend~~EQUITY ~~approximately~~(DEFICIT) ~~$2,500,000~~FOR ~~from~~THE ~~June,~~YEARS ~~2011~~ENDED toFEBRUARY ~~August~~28, ~~2012~~ to2013 ~~carry~~AND ~~out~~FEBRUARY ~~exploration~~29, 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.2012

Going Concern

	Preferred Stock								Additional					Total Stockholders’
	Series B				Common Stock				Paid in		Accumulated			Equity
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)

Balance, February 28, 2011		4,981,350		4,981		84,133,162		84,133		12,105,605		(12,263,556	)		(68,837	)
Stock based compensation		-		-		9,865,740		9,866		1,439,995		-			1,449,861
Stock issued for cash		-		-		3,817,460		3,817		346,183		-			350,000
Shares issued for services		-		-		1,150,000		1,150		158,350		-			159,500
Net loss for the year ended February 28, 2012		-		-		-		-		-		(2,202,838	)		(2,202,838	)
Balance, February 28, 2012		4,981,350	$	4,981		98,966,362		98,966		14,050,133		(14,466,394	)		(312,314	)
Shares issued pursuant to conversion of convertible debt		-		-		18,500,000		18,500		-		-			18,500
Shares issued for services		-		-		2,500,000		2,500		72,500		-			75,000
Net income for the year ended February 28, 2013		-		-		-		-		-		27,536			27,536
Balance, February 28, 2013		4,981,350	$	4,981		119,966,362		119,966		14,122,633		(14,438,858	)		(191,278	)

~~Due~~The toaccompanying ~~the~~notes ~~uncertainty~~are ~~of our ability to meet our current operating and capital expenses, our independent auditors included~~ an ~~explanatory~~integral ~~paragraph~~part inof ~~their~~these ~~report on the consolidated~~ financial ~~statements~~ ~~for the year ended February 28, 2012 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~~19 ~~unaudited~~Table ~~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.Contents

~~There~~DOLAT ~~is no assurance that our operations will be profitable. The Company has conducted private placements of its common stock~~VENTURES, ~~which have generated funds to satisfy the initial cash requirements of its planned exploration ventures~~INC. ~~Our~~STATEMENTS ~~continued~~OF ~~existence~~CASH ~~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.~~FLOWS

Off-Balance Sheet Arrangements

	For the Years Ended
	February 28, 2013			February 29, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) for the Period	$	27,536		($2,202,838)
Adjustments to reconcile net loss to net cash used by operating activities:
Derivative (Income) Expense		(135,048	)		236,188
Stock Based Compensation		75,000			1,449,861
Shares Issued for Services		-			159,500
Changes in Operating Assets and Liabilities
Increase (Decrease) in Accounts Payable		3,151			10,722
Net Cash Used in Operating Activities		(29,361	)		(346,567	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Issuance of Stock		-			350,000
Proceeds from Shareholder Loans		14,147			5,400
Proceeds from Convertible Notes Payable to Related Parties		5,000			-
Net Cash Provided by Financing Activities		19,147			355,400

Net (Decrease) Increase in Cash		(10,214	)		8,833
Cash at Beginning of Period		10,216			1,383
Cash at End of Period	$	2		$	10,216

Supplemental Cash Flow information:
Cash Paid for interest and taxes		-			-
Non-Cash Financing Activities:
Stock issued for conversion of debt	$	18,500		$	-

WeThe ~~currently~~accompanying ~~have~~notes ~~no off-balance sheet arrangements that have or~~ are ~~reasonably~~an ~~likely~~integral topart ~~have~~of athese ~~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~~statements.

~~Critical~~20 ~~Accounting~~Table ~~Policies~~of Contents

~~The~~Dolat 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 basisVentures, ~~we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances~~Inc. ~~We believe our estimates and assumptions are reasonable in the circumstances; however, actual results August differ from these estimates under different future conditions.~~

~~Our~~Notes 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.~~Statements

~~Additional~~February ~~Information~~28, 2013 and February 29, 2012

WeNOTE 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-0328.~~ ~~You~~– ~~can~~NATURE ~~also~~OF ~~get~~BUSINESS ~~copies~~& ~~of documents that the Company files with the Commission through the Commission's Internet site at www.sec.gov.~~OPERATIONS

~~Item~~Dolat 3Ventures, Inc., ~~Quantitative~~the ~~and~~“Company” ~~Qualitative~~was ~~Disclosures~~incorporated ~~About~~in ~~Market~~Nevada ~~Risk~~on April 13, 2006 with the intent to engage in the business of mineral property exploration. On March 20, 2013, the Company changed its domicile from Nevada to Wyoming.

~~The~~On ~~disclosure~~February ~~required~~9, ~~under~~2009, ~~this~~the ~~item~~Company isentered ~~not~~into ~~required~~an toAgreement beand ~~reported by~~Plan ~~smaller~~of ~~reporting~~Acquisition ~~companies;~~(the as“Acquisition ~~such~~Agreement”) ~~term~~with isDove ~~defined~~Diamond byand ~~Item~~Mining, ~~503~~Inc. (e“Dove”), a Nevada corporation, and the shareholders of ~~Regulation~~Dove ~~S-K~~(“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 February 15, 2009. For accounting purposes, as a result of the Stock Exchange, Dove became a wholly owned subsidiary of the Company.

~~Item~~In 4conjunction with the acquisition of Dove, the Company experienced a change in control. ~~Controls~~On February 28, 2009 Shmuel Dovid Hauck was nominated and ~~Procedures~~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 February 28, 2009.

~~Evaluation~~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 ~~Disclosure~~the ~~Controls~~capital stock of Millennium in exchange for twenty eight million (28,000,000) shares of the Company’s common stock. The shares of stock acquired were owned by Mr. Shumel Dovid Hauck, the Company’s (former) President and ~~Procedures~~majority shareholder. Millennium is an operating entity in the business of mining and wholesale distribution of diamonds and precious gemstones.

~~The~~Basis ~~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.Presentation

AsThe ofaccompanying ~~the~~financial ~~end~~statements ofhave ~~the~~been ~~period~~prepared ~~covered~~in byaccordance ~~this~~with ~~report,~~accounting weprinciples ~~carried~~generally ~~out an~~accepted ~~evaluation,~~in ~~under~~The ~~the~~United ~~supervision~~States ~~and with the participation~~ of ~~our~~America ~~Chief Executive Officer~~ and ~~Interim Chief Financial Officer, of~~ the ~~effectiveness~~rules ~~of the design~~ and ~~operation~~regulations of ~~our disclosure controls and procedures. Based on this evaluation,~~ the ~~Chief Executive~~Securities ~~Officer~~ and ~~Interim~~Exchange ~~Chief~~Commission ~~Financial Officer have concluded that the Company’s disclosure controls and procedures are not effective as of such date~~(“SEC”). ~~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.NOTE ~~Lack of oversight by independent directors in the establishment and monitoring of required internal controls and procedures;~~ 2. ~~Lack~~– SUMMARY ofOF ~~functioning~~SIGNIFICANT ~~audit~~ACCOUNTING 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.POLICIES

ToUse ~~remediate~~of ~~our internal control weaknesses, management intends to implement the following measures:~~Estimates

- The ~~Company~~preparation ~~will~~of ~~add~~consolidated ~~sufficient~~financial ~~number~~statements ofin ~~independent~~conformity ~~directors~~with accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the ~~board~~reported amounts of assets and ~~appoint~~liabilities, anthe ~~audit~~disclosures ~~committee~~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 ~~The Company will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation~~ of ~~the financial statements.~~Consolidation

- The ~~Company~~consolidated ~~will~~financial ~~hire~~statements ~~staff~~include ~~technically~~the ~~proficient~~accounts atof ~~applying~~Dolat UVentures, Inc.S, its wholly-owned subsidiary, Dove Diamond and Mining, Inc., ~~GAAP~~and toits ~~financial~~majority-owned ~~transactions~~subsidiary, Millennium Mining LLC. All significant inter-company balances and ~~reporting~~transactions have been eliminated in consolidation.

-21 ~~Upon~~Table ~~the hiring~~ of ~~additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.~~Contents

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

~~Changes~~The inCompany ~~Internal~~has ~~Control~~reclassified, ~~over~~where ~~Financial~~appropriate, ~~Reporting~~the prior year financial statements to conform to the current year presentation.

~~There~~Cash ~~were~~and noCash 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.Equivalents

~~PART~~The ~~II –~~Company ~~OTHER~~considers ~~INFORMATION~~all highly liquid temporary cash investments with an original maturity of twelve months or less to be cash equivalents. At February 28, 2013 and February 29, 2012, respectively, the Company had $2 and $10,216 in cash equivalents.

~~Item~~Property 1.and ~~Legal Proceedings~~Equipment

~~There~~Property and equipment are norecorded ~~pending~~at ~~legal~~cost. ~~proceedings~~Expenditures tofor ~~which~~major ~~the~~additions ~~Company~~and isbetterments ~~a party~~are orcapitalized. inMaintenance ~~which~~and ~~any~~repairs ~~director,~~are ~~officer~~charged orto ~~affiliate~~operations as incurred. Depreciation of property and equipment is computed by the ~~Company,~~straight-line ~~any~~method ~~owner~~(after oftaking ~~record~~into oraccount ~~beneficially~~their ofrespective ~~more~~estimated ~~than~~residual 5%values) ofover ~~any class~~the assets estimated useful lives of ~~voting~~10 ~~securities~~years. Upon sale or retirement of ~~the~~property ~~Company~~and equipment, orthe ~~security~~related ~~holder~~cost isand aaccumulated ~~party~~depreciation ~~adverse~~are toremoved from the ~~Company~~accounts orand ~~has~~any again ~~material~~or ~~interest~~loss ~~adverse to~~is reflected in the ~~Company~~statements of operations. ~~The~~Leasehold ~~Company's~~improvements ~~property~~are isamortized ~~not~~on a straight-line basis over the ~~subject~~term of ~~any~~the ~~pending~~lease ~~legal~~or ~~proceedings~~the estimated useful lives, whichever is shorter.

~~Item~~Mineral ~~1A.~~Property ~~Risk~~and ~~Factors~~Exploration Costs

The ~~disclosure~~Company ~~required~~has ~~under~~been ~~this~~in ~~item~~the isexploration ~~not~~stage ~~required~~since toApril be13, ~~reported by~~2006 ~~smaller~~and ~~reporting~~has ~~companies;~~not asyet ~~such~~realized ~~term~~sustainable revenues from its planned operations. It is ~~defined~~primarily byengaged ~~Item~~in ~~503(e)~~the acquisition, exploration, and development of ~~Regulation~~mining ~~S-K. Please~~properties ~~refer~~and tothe ~~our~~wholesale ~~Annual Report~~distribution onand ~~Form~~sale ~~10-K~~of ~~filed~~diamonds ~~with~~and ~~the~~precious gemstones. In accordance with Securities and Exchange Commission onIndustry ~~July~~Guide 157, ~~2011~~mineral property acquisition costs and exploration costs are expensed to operations as incurred.

~~Item~~When 2.it ~~Unregistered~~has ~~Sales~~been determined that a mineral property can be economically developed as a result of ~~Equity~~establishing ~~Securities~~probable and ~~Use~~then proven reserves, the costs then incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production ~~Proceeds~~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.

OnImpairment ~~April~~or ~~15,~~Disposal ~~2011, the Company issued 555,555 shares~~ of ~~its~~Long-Lived ~~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.~~Assets

~~Item~~The 3Company 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”. ~~Defaults~~ASC ~~Upon~~360 ~~Senior~~clarifies ~~Securities~~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.

~~None.~~Fair Value of Financial Instruments

~~Item~~FASB 4.ASC ~~(Removed~~820, Fair Value Measurements and ~~Reserved~~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.

~~Item~~22 5.Table ~~Other~~of ~~Information.~~Contents

~~None.~~The twelve broad levels defined by ASC 820 hierarchy are as follows:

~~Item~~Level 6.1 ~~Exhibits~~– quoted prices for identical assets or liabilities in active markets.

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 28.1	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)

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

(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 February 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.

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

~~SIGNATURES~~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.

~~Pursuant~~Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to ~~the~~management ~~requirements~~as of ~~Section~~February 1328, or2013 ~~15(d)~~and February 29, 2012. The respective carrying value of certain financial instruments approximated their fair values due to the ~~Securities Exchange~~short-term ~~Act~~nature of ~~1934~~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 ~~registrant~~Company’s ~~has~~notes ~~duly~~payable ~~caused~~is ~~this~~estimated ~~report~~based toon current rates that would be ~~signed~~available onfor ~~its~~debt ~~behalf~~of bysimilar ~~the~~terms ~~undersigned,~~which ~~thereunto~~is ~~duly~~not ~~authorized~~significantly different from its stated value.

/s/ Shmuel Dovid Hauck		June 12, 2012
Shmuel Dovid Hauck, President and Chief Financial Officer (Principal Executive and Principal Financial Officer)		Date

Revenue Recognition

The Company recognizes 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. The Company had no revenue during the financial statement periods presented.

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 February 28, 2013.

Table of Contents

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 February 28, 2013 and February 29, 2012.

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.

As of February 28, 2013 and 2012, respectively, there were 6,785,714 and 19,445,500 dilutive shares outstanding from the outstanding convertible notes payable.

Emerging Growth Company

We qualify as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period.

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. This provision is not applicable as the Company’s planned principal operations have not fully commenced.

Table of Contents

Effect of Recent Accounting Pronouncements

In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, ‘‘Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities” which eliminated the definition of a development stage entity from U.S. generally accepted accounting principles and removed the additional disclosure requirements for such entities. The Company did not issue any financial statements subsequent to the implementation of ASU 2014-10. The Company adopted the early application of the provisions of ASU 2014-10.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 – GOING CONCERN

The accompanying audited 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 financial statements, the Company had an accumulated deficit of $14,438,858 at February 28, 2013. The Company had net cash used in operations of $29,361 and $346,567, respectively, for the twelve months ended February 28, 2013 and February 29, 2012. 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 audited 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.

Table of Contents

NOTE 4 – MINERAL PROPERTIES

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.

NOTE 5 – RELATED PARTY TRANSACTIONS

As of February 28, 2013 and February 29, 2012, the Company had an accounts payable balance to related parties of $14,935 and $6,435, respectively. From time to time, associates of the Company’s management will provide services to the Company as well as provide the Company funds to cover shortfalls in capital. These advances are unsecured and non-interest bearing.

On February 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 February 15, 2009. Dove is majority owned by the Company’s former President and majority shareholder. Effective March 1, 2011 Dove’s corporate charter was permanently revoked by the state of Nevada and ceased to be a subsidiary of the Company.

On April 13, 2010, the Company entered into an agreement with Millennium whereby the Company issued thirty million (30,000,000) shares of the common stock in consideration for the formation of a commercial association among the two entities. The shares of stock acquired were owned by Mr. Shmuel Dovid Hauck, the Company’s former President and majority shareholder. The Company ceased its commercial association with Millennium effective March 1, 2011.

On November 5, 2012, the Company entered into an unsecured promissory note with its (former) President Mr. Dovid Hauck for $5,000 with prepaid interest of $1,000 and due on demand. The note can be converted at any time by the holder into common shares of the Company at a conversion rate equal to 50% of the closing market price on the date of conversion. Currently the Company is in default of this note.

NOTE 6 – LINE OF CREDIT

None

Table of Contents

NOTE 7 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the financial statements were issued and filed with Securities and Exchange Commission. Mr. Wang DeQun became CEO of the Company in December 2016, and Mr. Hauck resigned on December 29, 2015.

On May 2, 2014, the Company filed form 15-12B with the SEC which represents the Company’s voluntary termination of registration under Section 12(g) of the SEC Act of 1934.

On December 2, 2016, Wang DeQun, the Company’s President and director, acquired control of the Company from its prior sole officer and President through the purchase of 300,000 shares of the Company’s Class A Convertible Preferred Stock convertible into 750,000,000 shares of the Company’s common stock and having voting rights equivalent to 750,000,000 common shares.

On January 11, 2017, the Company acquired Ji Ming Yang Amperex Technology Limited, a related party Chinese corporation. The purchase price was 100,000 shares of Class D Preferred Stock convertible into 250,000,000 shares of the Company’s common stock and having voting rights equal to 250,000,000 shares of common stock.

On April 4, 2017, the Company acquired a patent from Wang DeQun in exchange for 100,000 shares of Class E Preferred Stock also convertible into 250,000,000 shares of the Company’s common stock and having voting rights equal to 250,000,000 shares of the Company’s common stock.

On May 25, 2017, the Company appointed De Leon & Co. as its independent registered public accounting firm.

NOTE 8 – INCOME TAX

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net deferred tax assets consist of the following components as of February 28, 2013 and 2012:

	February 28,			February29,
	2013			2012
Deferred tax assets- non-current
NOL carryover	$	52,200		$	54,000
Less valuation allowance		(52,200	)		(54,000	)
Deferred tax assets, net of valuation allowance	$	—		$	—

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended February 29, 2013 and 2012 due to the following:

	February 28,			February 29,
	2013			2012
Book income (loss)	$	27,476		$	(2,202,838	)
Other non-deductible expenses		75,000			1,686,049
Valuation allowance	$	(102,476	)	$	516,789
	$	—		$	—

At February 28, 2013, the Company had net operating loss carryforwards of approximately $86,750 that may be offset against future taxable income from the year 2014 to 2034. No tax benefit has been reported in the February 28, 2013 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

Table of Contents

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

There are not and have not been any changes in or disagreements between the Company and its accountants on any matter of accounting principles, practices or financial statement disclosure.

ITEM 9A. Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the periods covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are not effective.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a 15(f) and 15d 15(f) under the Exchange Act. Our management has employed a framework consistent with Exchange Act Rule 13a 15(c), to evaluate our internal control over financial reporting described below. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the design and operation of our internal control over financial reporting as of February 28, 2013 and February 29, 2012 based on the criteria set forth in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected.

Table of Contents

In performing the assessment, management noted the following:

*	We lack an independent audit committee.

*	The staffing and supervision within our bookkeeping operations prevents us from segregating duties within our internal control system.

*	We have an insufficient number of independent directors.

Our management believes that the preceding factors raise a reasonable possibility that a material misstatement of our annual or interim financial statements may not be timely prevented or detected and that it should therefore be considered a material weakness in our internal control over financial reporting. Because of this material weakness, our management believes that as of February 28, 2013 and February 29, 2012, our company’s internal controls over financial reporting were not effective. Due to a lack of financial and personnel resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses, although we intend to add additional independent directors as soon as we find qualified persons willing to serve as such. We will not be able to remediate some of these material weaknesses until we acquire sufficient financing and staff to do so. We will implement further controls as circumstances, cash flow, and working capital permit. Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Annual Report on Form 10 K for the year ended February 28, 2013 and February 29, 2012, fairly present our financial position, results of operations and cash flows for the years covered thereby in all material respects.

This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s registered public accounting firm pursuant to temporary rules of the SEC that permit our company to provide only management’s report in this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

During the fourth fiscal quarter of 2013 and for the fiscal years ended 2013 and 2012, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance

All of our directors hold office until the next annual general meeting of the shareholders or until their successors are elected and qualified. Our officers are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal. Our directors and executive officers, their ages and positions held are as follows:

Name	Age	Position with the Company

DeQun Wang	56	President, Chief Executive Officer, CFO

Business Experience

Wang De Qun, 56 years old is a Graduate of the University of Zhejiang Hangzhou City with a Bachelors in Computer Engineering awarded in June of 1989. Since 2004 to present, he has been Chairman of the Jinbo Investment Holding Group based in Guangdong Province which owns patents in the field of battery technology. He is also the President and controlling shareholder in JBZJMY Technology Group Holding, Inc., a Nevada Corporation, founded in and inactive since 2016. In addition to the above, he is the controlling shareholder, President and sole director of the Company, Dolat Ventures, Inc., which now serves as the Holding Company for Mr. De Qun’s development stage company that focuses on the business of electrical cars and their support systems. To date, the Company has produced prototypes, holds Chinese Patents, and anticipates commercialization pending on market conditions.

Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely, and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. Please see filed as Exhibit 14.1.

Table of Contents

ITEM 11. Executive Compensation

During the past two fiscal years, no executive officer or director has received any compensation of any sort for services rendered. In addition, we have not adopted any retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the benefit of our management or employees. We expect to enter into consulting agreements with members of our management at some time in the future. The terms of these agreements are uncertain at this time. Although negotiations surrounding such agreements will not necessarily be at arms-length, the terms of these agreements (once they are completed) are expected to be fair to us. We expect that the remuneration provided for by these agreements will actually be below market levels until we achieve a sufficient level of financial stability, after which time such remuneration may be increased to market levels. We do not expect to pay cash remuneration until we achieve a sufficient level of financial stability, but we may issue shares of our common stock to satisfy contractual remuneration obligations. We expect that all remuneration that we may pay to management will be subject to any and all restrictions on remuneration imposed by investors providing funds to us.

Notwithstanding the preceding, our officers and directors were reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf during the past two fiscal years. No limit was placed on the amount of these out-of-pocket expenses, and no review was conducted of the reasonableness of the expenses by anyone other than by our Board of Directors, which included persons entitled to reimbursement. We did not have the benefit of independent directors examining the propriety of expenses incurred on our behalf and subject to reimbursement.

We have not established standard compensation arrangements for our directors, and the compensation, if any, payable in the future to each individual for his or her service on our Board will be determined (for the foreseeable future) from time to time by the Board of Directors based upon the amount of time expended by each of the directors on our behalf.

Table of Contents

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth the share ownership as at February 28, 2013

	Beneficial Ownership
Name of Beneficial Owner	Number		Percent
5% stockholders:
Mr. Schmuel Dovid Hauck (President as of 2/28/13)		40,311,000		33.60	%
Schlomo Bleier		10,311,000		8.60	%
Leba Schwebel		7,750,000		6.46	%

*Directors and executive officers:*
Mr. Schmuel Dovid Hauck (President as of 2/28/13)		40,311,000		33.60	%
DeQun Wang(1)		0		-	%
All directors and executive officers as a group (two persons)		40,311,000		33.60	%

(1)

As of the date of this Annual Report, other than noted below, none of our directors, officers or principal stockholders, nor any associate or affiliate of the foregoing, have any interest, direct or indirect, in any transaction or in any proposed transactions, which has materially affected or will materially affect us during fiscal year ended February 28, 2013.

ITEM 14. Principal Accountant Fees and Services

Audit Fees

INDEPENDENT AUDITOR FEES

The audit fees billed to us by our independent auditors for the fiscal years ended February 28, 2013 and February 29, 2012 totaled $35,000. No other fees were billed to us by our audit firm.

Our audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor. The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

We currently do not have a designated Audit Committee, and accordingly, our Board of Directors’ policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to our Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.

Table of Contents

PART IV

ITEM 15. Exhibits and Financial Statement Schedules

The following exhibits are filed as part of this Annual Report.

14.1		Code Of Ethics

31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**		XBRL Instance Document

101.SCH**		XBRL Schema Document

101.CAL**		XBRL Calculation Linkbase Document

101.LAB**		XBRL Label Linkbase Document

101.PRE**		XBRL Presentation Linkbase Document

101.DEF**		XBRL Definition Linkbase Document

_______________

XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Table of Contents

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/ DeQun, Wang

August 7, 2017

DeQun, Wang, President and Chief Financial Officer

(Principal Executive and Principal Financial Officer)

Date

Filing Compare · Dolat Ventures, Inc.