+FORM 10-Q FOR PERIOD ENDING MAY 31, 2009
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedMay 31, 2009
OR
( ) 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 333-151570
DOLAT VENTURES, INC.
(Exact name of registrant as specified in its charter)
| |
NEVADA
(State or other jurisdiction of incorporation or organization) | Pending (IRS Employer Identification No.) |
206, 21 Dover Point, SE
Calgary, Alberta, Canada T2B 3K4
(Address of principal executive offices)
403- 870-4383
(Registrant’s telephone number)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No X
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 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.
| | | |
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 X No
6,600,000 shares of registrant’s common stock, $0.001 par value, were outstanding at June 19, 2009. Registrant has no other class of common equity.
PART I.
FINANCIAL INFORMATION
Item 1
Financial Statements.
Dolat Ventures, Inc.
(An Exploration Stage Company)
Balance Sheets
| | | | | | | | |
| May 31,
2009
- -$- | | February 28,
2009
- -$- |
| (Unaudited) | | |
ASSETS | | | |
Current assets | | | |
Cash | 4,591 | | 3,597 |
Prepaid expenses | 1,400 | | 1,400 |
Total current assets | 5,991 | | 4,997 |
Total assets | 5,991 | | 4,997 |
| | | |
| | | | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | |
| | | |
LIABILITIES | | | |
Current liabilities | | | |
Accounts payables and accrued liabilities | 425 | | 298 |
Related party advances payable | 31,424 | | 24,660 |
Total current liabilities | 31,849 | | 24,958 |
Total liabilities | 31,849 | | 24,958 |
| | | |
STOCKHOLDERS’ DEFICIT | | | |
| | | |
Common shares: $0.001 par value, 75,000,000 authorized, 6,600,000 issued and outstanding as of May 31, 2009 and February 28, 2009 respectively. | 6,600 | | 6,600 |
Additional paid-in capital | 22,400 | | 22,400 |
Deficit accumulated during the exploration stage | (54,858) | | (48,961) |
Total stockholders’ deficit | (25,858) | | (19,961) |
Total liabilities and stockholders’ deficit | 5,991 | | 4,997 |
(See Notes to the Financial Statements)
F-1
Dolat Ventures, Inc.
(An Exploration Stage Company)
Statements of Operations
(Unaudited)
| | | |
| Three Months
Ended
May 31,
2009
$ | Three Months
Ended
May 31,
2008
$ | Period From April 13, 2006 (inception) to
May 31,
2009
$ |
| | | |
Expenses | | | |
Mineral property expenditures | - | 1,557 | 10,771 |
General and administrative | 659 | 2,222 | 11,471 |
Professional fees | 5,238 | 19,587 | 32,616 |
Net loss | (5,897) | (23,366) | (54,858) |
| | | |
Net loss per share – basic and diluted | (0.00) | (0.00) | |
Weighted average shares outstanding – basic and diluted | 6,600,000 | 6,600,000 | |
(See Notes to the Financial Statements)
F-2
Dolat Ventures, Inc.
(An Exploration Stage Company)
Statements of Cash Flows
(Unaudited)
| | | | |
| | Three Months
Ended
May 31,
2009
$ | Three Months
Ended
May 31,
2008
$ | Period From April 13, 2006 (inception) to
May 31,
2009
$ |
Cash flows from operating activities | | | | |
Net loss | | (5,897) | (23,366) | (54,858) |
Adjustment to reconcile to net cash used in operating activities | | | | |
Mineral property impairment | | - | - | 1,394 |
| | | | |
Change in operating assets and liabilities | | | | |
Prepaid expenses | | - | - | (1,400) |
Accounts payables and accrued liabilities | | 127 | 10,737 | 425 |
| | | | |
Net cash used in operating activities | | (5,770) | (12,629) | (54,439) |
| | | | |
Cash flows from investing activities | | | | |
Mineral property acquisition | | - | - | (1,394) |
| | | | |
Net cash used in investing activities | | - | - | (1,394) |
| | | | |
Cash flows from financing activities | | | | |
Proceeds from issuance of common stock | | - | - | 29,000 |
Proceeds from related party advances payables | | 6,764 | - | 31,424 |
| | | | |
Net cash provided by financing activities | | 6,764 | - | 60,424 |
| | | | |
| | | | |
Net increase (decrease) in cash | 994 | 994 | (12,629) | 4,591 |
| | | | |
Cash – beginning of period | | 3,597 | 20,289 | - |
| | | | |
Cash – end of period | | 4,591 | 7,660 | 4,591 |
| | | | |
Supplemental cash flow information: | | | | |
Cash paid for: | | | | |
- Interest | | − | − | − |
- Income tax | | − | − | − |
(See Notes to the Financial Statements)
F-3
Dolat Ventures, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
May 31, 2009
(Unaudited)
Note 1. Basis of Presentation
Unaudited Interim Financial Statements
The accompanying unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. They may not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the period ended February 28, 2009 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Annual Report on Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended May 31, 2009 are not necessarily indicative of the results that may be expected for the year ending February 28, 2010.
Note 2: Going Concern
The accompanying financial statements have been prepared on the basis of accounting principles applicable to a going concern; accordingly, they do not give effect to adjustment that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and retire its liabilities in other than the normal course of business and at amounts different from those in the accompanying financial statements. Management plans to raise cash from public or private debt or equity financing on an as needed basis and in the longer term, to generate revenues from the acquisition, exploration and development of mineral interests, if found. The Company's ability to continue as a going concern is dependent upon achieving profitable operations and/or upon obtaining additional financing. The outcome of these matters cannot be predicted at this time.
Note 3: Related Party Advances Payable
As at May 31, 2009 the Company received $31,424 from associates of the Company’s management. These advances are unsecured and non-interest bearing.
Item 2.
Management's Discussion and Analysis of Financial Conditions and Results of Operations.
We were incorporated on April 13, 2006 in the state of Nevada. We are an exploration stage enterprise and have not started operations or generated or realized any revenues from our business operations.
There have been no material reclassifications, mergers, consolidations or purchases or sales of any significant amount of assets not in the ordinary course of business since the date of incorporation. We are a start-up, exploration stage company engaged in the search for gold and related minerals. There is no assurance that a commercially viable mineral deposit, a reserve, exists in our claim or can be shown to exist until sufficient and appropriate exploration is done and a comprehensive evaluation of such work concludes economic and legal feasibility.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly we must raise cash from sources other than the sale of minerals found on our property. Our only other source of cash at this time is advances from our officer and director and investment by others through loans or sale of our common equity. Our success or failure will be determined by what we find under the ground.
Plan of Operation
About Our Claims and Our Company
On October 4, 2006, we acquired our first claim for a property called the Paula Property. On December 11, 2006, we staked two additional claims on the Paula Property. We paid $2,522 to keep our two main claims in good standing.
In September 2008, we re-stake the one of the claims for $113 and the claim is in good standing until September 1, 2009. On December 11, 2008, we forfeited the two claims and re-stake 16 cell claim covering 324.8 hectares at a cost of $129. Both the claims are held on our behalf by Jabeen Boga, a former director of our Company. The showings per our independent geologist have been retained to conduct our exploration program.
| | | |
Name | Claim Number | Good Standing | Hectares |
Paula | 590616 | December 12, 2009 | 324.8 |
Paula 1 | 59600 | September 1, 2009 | 324.8 |
| | | 649.6 |
In December 2006, we retained John Ostler, M.Sc., P. Geo. of Cassiar East Yukon Expediting Ltd., an independent professional geoscientist, to prepare a technical report on the property which was completed in November 2007 and amended on April 20, 2008. Our objective is to conduct mineral exploration activities on the Paula Property in order to assess whether it possesses economic reserves of copper, gold and silver.
Mineral property exploration is typically conducted in phases. Our geologist, based on the results from the most recent phase of technical and area review, recommends the exploration work. We have not yet commenced the initial phase of exploration on the Paula Property. Once we have completed each phase of exploration, we will make a decision as to whether or not we proceed with each successive phase based upon the analysis of the results of that program. Our directors will make this decision based upon the recommendations of the independent geologist who oversees the program and records the results. The Paula Property is currently our sole exploration target. We have no current plans to acquire interests in additional mineral properties, although we may consider such acquisitions in the future.
Since we became a reporting company it is responsible for filing various forms with the United States Securities and Exchange Commission (the “SEC”) such as Form 10K and Form 10Qs.
The shareholders may read and copy any material filed by us with the SEC at the SEC’s Public Reference Room at 100 F Street N.W., Washington, DC, 20549. The shareholders may obtain information on the
operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information which we have filed electronically with the SEC by assessing the website using the following address: http://www.sec.gov. We have no website at this time.
Exploration Plan
Based on his review, Mr. Ostler concluded that further exploration work on the Paula Property is recommended. He bases this decision on the fact that the mineralization at the Paula Property area is of the Noranda/Kuroko type massive sulphides.
Mr. Ostler recommends that a multi-phase program of exploration be conducted on the Paula Property. Because of the lack of previous work in the property area, we would commence the exploration with an initial phase of prospecting and 1:10,000-scale geological mapping. Focus should be on locating both of the strike extensions of the argillite layer that hosts mineralization at the Ivor showings. In a mapping and sampling program, the geologist would be responsible for making observations regarding property rock formations, plotting data on property maps and choosing sample locations.
The subdued topography of most of the property area would make soil geochemical and induced polarization surveys most useful during a subsequent phase of work. Also during a second phase of exploration, mineral showings that were discovered during the first phase of mapping and prospecting should be trenched and sampled. In our initial two phases of exploration, we anticipate using sample bags, metal sample tags, record books, sample cards, flagging materials and maps.
If results of the aforementioned surface work are sufficiently positive, Mr. Ostler recommends that more intrusive programs, such as machine trenching and drilling should be conducted. Each subsequent phase of exploration should be contingent upon reasonable encouragement for success gained from the results of previous phases of work.
Mr. Ostler proposes the following budget for this initial phase of exploration:
| | | | | | | |
Item | | | | | | | |
Wages: | | | | | | | |
Geologist 10 days field work + 7 days reporting | | $ | 6,936 | | | | |
Prospector(10 days field work | | | 3,060 | | | | |
| | | 9,996 | | | $ | 9,996 |
Transport: | | | | | | | |
Truck; 10 days @ $US102 /day | | | 1,020 | | | | |
Gasoline and oil | | | 408 | | | | |
| | | 1,428 | | | | 1,428 |
Camp Supplies and Communications: | | | | | | | |
Satellite phone; 1 month @ $US1,530/month | | | 1,530 | | | | |
Fly camp rental including tools and chain saw; | | | | | | | |
0.33 month @ $US816/month | | | 272 | | | | |
Camp supplies | | | 204 | | | | |
| | | 2,006 | | | | 2,006 |
Crew Costs: | | | | | | | |
Hotel; 2 nights @ $US80.40/night | | | 163 | | | | |
Camp food and restaurant meals | | | 612 | | | | |
| | | 775 | | | | 775 |
Reporting Costs: | | | | | | | |
Analysis of 30 rock samples @ $US51/sample | | | 1,530 | | | | |
Office costs | | | 204 | | | | |
| | | 1,734 | | | | 1,734 |
Taxes (5% of previous items) | | | | | | | 757 |
| | | | | | | 16,696 |
Contingency; 10.8% of itemized budget | | | | | | | 1,804 |
Our initial plan as filed in our S-1 registration statement on November 14, 2007, calls for performing exploration work on the Paula Property of approximately $20,000. We plan to commence the first phase in July 2009, and expect that the program will take approximately one month to complete. We do not have the funds to cover the costs of the program from our existing cash reserve and we will require additional funding through the sale of our common stock. Presently we do not have any specific financing arranged.
After the completion of the exploration program, we will have our consulting geologist prepare a report discussing the results and conclusions of the program. We will also ask him to provide us with a recommendation for additional exploration work on the Paula Property, which may include a soil geochemical survey. Subject to financing, we expect to commence the second phase of exploration on the Paula Property in the summer of 2009.
Results of Operations
We did not earn any revenues for the three months ended May 31, 2009 and from inception on April 13, 2006 to May 31, 2009. We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.
For the three months ended May 31, 2009, we incurred operating expenses in the amount of $5,897 which mainly comprised of professional fees totaling $5,238. For the three months ended May 31, 2008, we incurred operating expenses in the amount of $23,366 which mainly comprised of professional fees totaling $19,587.
We incurred total operating expenses in the amount of $54,858 from inception on April 13, 2006. These operating expenses comprised of professional fees totaling $32,616, mineral property costs totaling $10,771 and general administrative expenses totaling $11,471.
Liquidity and Capital Resources
As at May 31, 2009, we had a cash balance of $4,591.
We do not anticipate generating any revenue for the foreseeable future. When additional funds become required, the additional funding will come from equity financing from the sale of our common stock or sale of part of our interest in our mineral claims. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company.
We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund Phase One or Phase Two. In the absence of such financing, our business will fail.
Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that very few mineral claims in the exploration stage ultimately develop into producing, profitable mines. Our future financial results are also uncertain due to a number of factors, some of which are outside our control. These factors include, but are not limited to:
·
our ability to raise additional funding;
·
the results of our proposed exploration programs on the mineral property; and
·
our ability to find joint venture partners for the development of our property interests
Due to our lack of operating history and present inability to generate revenues, our auditors have included an explanatory paragraph in their audit opinion for the February 28, 2009 financial statements that raises a substantial doubt about our ability to continue as a going concern. Even if we complete our current exploration program, and it is successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit or reserve.
Professional fees
We expect to incur approximately $9,000 in professional fees to support our 10-Q quarterly filings and annual 10-K filing.
Risks and Uncertainties
Our operations and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition and results of operations. “Risk Factors” section of our February 28, 2009 Form 10-K, includes a detailed discussion of these factors which have not changed materially from those included in this Form 10-Q.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.
Forward Looking Statements
The information in this quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements involve risks and uncertainties, including statements regarding the Company’s capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms or other comparable terminolog y. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports we file with the Securities and Exchange Commission (the “SEC”). These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Item 3. Qualitative and Quantitative Disclosure about Market Risks
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures, that our disclosure controls and procedures were effective.
Controls and Procedures over Financial Reporting
Additionally, there were no significant changes in our internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Company currently is not a party to any legal proceedings and, to the Company’s knowledge; no such proceedings are threatened or contemplated.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Default Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
a.
Exhibits
*Previously filed.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
DOLAT VENTURES, INC.
(Registrant)
Date: June 19, 2009
By: /s/ Nigar Lila
Nigar Lila
Principal Executive Officer
Principal Financial Officer and Director
