UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

 ( X ) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934.

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

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

                        Commission File Number 000-51364


                               DOLCE VENTURES INC.
                 (Name of small business issuer in its charter)



                     Utah                                 32-0028823
                     ----                                 ----------
           (State or other jurisdiction of            (I.R.S. Employer
            incorporation or organization)           Identification No.)


                      118 Chatham Road, Syracuse, NY 13203
               (Address of Principal Executive Offices) (Zip Code)

                    Issuer's Telephone Number:(315) 476-5769

        Securities to be registered under Section 12 (b) of the Act: NONE


          Securities to be registered under Section 12 (g) of the Act:

                     COMMON STOCK, PAR VALUE $.001 PER SHARE
                                (Title of Class)

Check whether the issuer (1) filed all reports  required to be filed by Sections
13 or 15(d) of the  Exchange  Act during the past 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 or X No

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. Yes or X No

STATE ISSUER'S REVENUES FOR ITS MOST RECENT FISCAL YEAR: $ 8,349.00

As of December 31, 2005 the  aggregate  market value of the common stock held by
non-affiliates  was  approximately $ 753,857.83  based upon the closing price on
December  31, 2005 of $0.01.  As of December 31,  2005,  there were  100,770,140
shares of common stock outstanding.

Documents incorporated by reference: NONE

Transitional Small Business Disclosure Format: X Yes or   No


<PAGE>





                                TABLE OF CONTENTS

                                     PART I
                                   -----------

                                                          PAGE
Item 1.     Description of Business

Item 2.     Description of Property

Item 3.     Legal Proceedings

Item 4.     Submission of matters to a vote of security holders

                                     PART II
                                   -----------

Item 5.     Market for Common Equity and Related Stockholders Matters

Item 6.     Management's Discussion and Analysis or Plan of Operation

Item 7.     Financial Statements

Item 8.     Changes in and Disagreements with Accountants

Item 8A.    Controls and Procedures

Item 8B.    Other Information

                                    PART III
                                   -----------


Item 9.    Directors, Executive Officers, Promoters and Control
            Persons; Compliance with Section 16(a) of the Exchange Act.

Item 10.    Executive Compensation

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Item 12.    Certain Relationships and Related Transactions


                                     PART IV
                                   -----------

Item 13.    Exhibits and Reports on Form 8-K

Item 14.    Principal Accountant Fees and Services

Signatures



FORWARD-LOOKING STATEMENTS

This Form 10-KSB  contains  forward-looking  statements  that involve  risks and
uncertainties.  You can identify these statements by the use of  forward-looking
words such as "may," "will," "expect," "anticipate,"  "estimate," "continue," or
other  similar  words.  You should  read  statements  that  contain  these words
carefully because they discuss our future  expectations,  contain projections of
our  future  results  of  operations  or  financial  condition  or  state  other
"forward-looking"  information.  We believe that it is important to  communicate
our future  expectations  to our  investors.  However there may be events in the
future that we are unable to accurately predict or control. Those events as well
as any cautionary  language in this  registration  statement provide examples of
risks,  uncertainties  and events  that may cause our  actual  results to differ
materially from the expectations we describe in our forward-looking  statements.
You should be aware that the  occurrence  of the events  described  in this Form
10-KSB could have a material adverse effect on our business,  operating  results
and financial condition. control, including, among others, seasonal aspects

GENERAL

Dolce  Ventures,  Inc., a Utah  corporation  (the  "Company"  or "Dolce"),  is a
reporting  company  and is filing this Form  10-KSB on a  voluntary  basis.  The
company intends to voluntarily  file periodic  reports even if its obligation to
file such reports is suspended  under the Exchange Act of 1934,  as amended (the
"Exchange Act").

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

Dolce was incorporated under the laws of the State of Utah on August 19, 1983 as
Evica  Resources,  Inc.  On April 5, 1984 the  Articles  of  Incorporation  were
amended and the name of the Company was changed to American Arms, Inc.  American
Arms Inc.  commenced the  manufacture  and sale of weapons and laser sights.  On
December 31, 1984, the Company's  Certificate of Incorporation was suspended for
failure to file an annual report. The Company's Certificate of Incorporation was
reinstated on December 19, 1985 by the Utah Department of Commerce,  Division of
Corporations. On October 1, 1984, the Company's Certificate of Incorporation was
suspended  a second time for failure to file its annual  report.  The  Company's
Certificate  of  Incorporation  was reinstated on November 21, 1986 again by the
State of Utah, Department of Commerce, Division of Corporations.

On April 12, 1988,  the Company  amended its Articles of  Incorporation  and the
name was  changed to  American  Industries,  Inc.  as the  company was no longer
engaged in the  manufacturing  and sale of weapons  and laser  sights.  American
Industries Inc. was in the business of providing room safes for hotel rooms.

On February 19, 2002, the Company formed a subsidiary corporation, named Pegasus
Tel,  Inc.,  under  the  laws of the  State  of  Delaware,  to  enter  into  the
telecommunications  business.  On March 28,  2002,  Pegasus  Tel,  Inc.  and the
Company entered into a merger agreement with Pegasus Communications, Inc., a New
York corporation. On May 21, 2002, the Certificate of merger was duly filed with
Pegasus  Tel,  Inc. as the  surviving  entity.  On January 14, 2002 we purchased
payphone assets, 29 payphones,  and associated  equipment from the Margaretville
Telephone Company for $11,600.00. On May 21, 2002, the Articles of Incorporation
of the Company were amended, and the name was changed to Dolce Ventures, Inc.

We own,  operate and manage  privately  owned public  payphones in the County of
Delaware,  State of New York. Some of the businesses include but are not limited
to retail stores, convenience stores, bars, restaurants,  gas stations, colleges
and hospitals.  In the alternative,  the agreement with the business owner is to
provide the telecommunications services without the payment of any commissions.

We upgrade our payphones with "smart card" payphone technology. The upgrade is a
circuit  board  with  improved  technology.  As we  purchase  phones  from other
companies,  we upgrade  them.  This upgrade of the phones will reduce the number
and  frequency  of  service  calls due to  outages  and other  payphone  related
problems and, in turn, will reduce the cost of maintaining each phone. The local
telephone switch controls the traditional payphone technology.  The local switch
does not provide any services in the payphone  that can benefit the owner of the
phone.  The smart  technology  allows us to determine on a preset time basis the
operational status of the payphone. It also tells us when the coins in the phone
have to be  collected,  the  number  and types of calls that have been made from
each phone,  as well as other helpful  information  that helps us provide better
service to our payphone using public.

The  market  in  which we do  business  is  highly  competitive  and  constantly
evolving.  We face competition  from the larger and more established  companies,
from  companies  that  develop  new  technology,  as  well as the  many  smaller
companies throughout the country. For example, the last several years have shown
an increase in the use of cellular phones and 800 services.  These increases cut
into our potential  payphone  customer  base.  Companies who have a larger sales
force,  more money,  larger  manufacturing  capabilities  and greater ability to
expand their markets also cut into our potential payphone customers. Many of our
competitors have longer operating  histories,  significantly  greater  financial
strength,  nationwide  advertising  coverage and other  resources that we do not
have.  Our  competitors  might  introduce  a less  expensive  or  more  improved
payphone.  These, as well as other factors,  can impact negatively on income for
the  Company.  Through  a  series  of  orders  from the  Federal  Communications
Commission  ("FCC"),  attempts  to address  the  financial  loss  created by 800
services, commonly known as "dial around" or "toll free" calls. The FCC requires
the sellers of long distance 800 services to pay the payphone  owner $.494 cents
per call. These funds are remitted  quarterly  through a service provided by the
American Public Communication Council "APCC".

The competition from cellular phones is a very serious threat that can result in
substantially less revenue per payphone. We have attempted to address this issue
by avoiding the locations that serve the business traveler. For many years these
locations were the most lucrative,  but now they are the locations most impacted
by the cellular user.

The large  former  "Bell"  companies  who provide  local  service  dominate  the
industry.  These  companies have greater  financial  ability than we do and they
give us the  greatest  competitive  challenge.  However,  we compete  with these
companies  by  paying a  commission  to the site  owner.  The  commission  is an
enticement  for the site  owner to put our  phone  on the  site.  We are able to
provide a higher  quality  customer  service  because the phones alert us to any
technical  difficulties,  and we can service  them  immediately.  The ability to
immediately know that a problem exists with a payphone is very important because
down time for a phone means lost revenue for the company.

We do not rely on a major  customer for our revenue.  We have a variety of small
single businesses as well as some small chain stores that we service.  We do not
believe that the company would suffer  dramatically if any one customer or small
chain decided to stop using our phones.  We must buy dial tone for each payphone
from the local  exchange  carrier.  As long as we pay the carrier  bill, it must
provide a dial tone. As a regulated  Utility the exchange carrier may not refuse
to provide us  service.  Alternate  service  exists in certain  areas where Bell
Atlantic competitors have located. We use alternate local service providers when
we can get a better price for the service. We use long distance providers on all
the payphones.

If the FCC  regulation  requiring  sellers of long  distance 800 services to pay
payphone  owners 49.4 cents per call is reduced or done away with, it could have
a negative  effect upon our revenue  stream.  We have no control over what rules
and regulations the state and federal  regulatory  agencies require us to follow
now or in the future. It is possible for future regulations to be so financially
demanding that they cause us to go out of business.

Any  person or entity  may read and copy our  reports  with the  Securities  and
Exchange  Commission at the SEC's Public Reference Room at 450 Fifth Street, NW,
Washington,  D.C. 20549.  The public may obtain  information on the operation of
the Public  Room by calling  the SEC toll free at  1-800-SEC-0330.  The SEC also
maintains an Internet  site at  http://www.sec.gov  where  reports,  proxies and
informational statements on public companies may be viewed by the public.

ITEM 2: DESCRIPTION OF PROPERTY.

The Company occupies space at 118 Chatham Road, Syracuse, NY 13203.

ITEM 3: LEGAL PROCEEDINGS.

To the  knowledge  of  management,  there is no material  litigation  pending or
threatened against the company.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable

                                     PART II


ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is traded from time to time on the over-the-counter market, and
quotations may be found in the NASD's Over-the-Counter Bulletin Board. Shares of
our common  stock are traded  under the symbol  "DLCV".  Our common stock trades
only sporadically and has experienced in the past, and is expected to experience
in the future,  significant price and volume volatility.  Our stock is currently
available for trading on the NASD's  Over-the-Counter  Bulletin Board.  Based on
information  available to us, the quotations  below reflect the high and low bid
quotation for our stock on the  Over-the-Counter  Bulletin Board. The quotations
reflect inter-dealer prices and do not include retail mark-ups,  mark-downs,  or
commissions. The prices do not necessarily reflect actual transactions.



       2005 High Low

First Quarter                                 $ 0.02             $ 0.005
Second Quarter                                $ 0.10             $ 0.005
Third Quarter                                 $ 0.10             $ 0.005
Fourth Quarter                                $ 0.10             $ 0.005


As of  December  31,  2005,  we  had  100,770,140  shares  of our  common  stock
outstanding.  There were 677  holders of record of our common  stock at December
31, 2005. Our transfer agent is Fidelity Transfer Company out of Salt Lake City,
Utah.

We have neither paid or declared cash distributions or dividends,  and we do not
intend to pay cash dividends on our common stock in the foreseeable  future.  We
currently intend to retain all earnings,  if and when generated,  to finance our
operations.  The  declaration of cash dividends in the future will be determined
by the board of directors based upon our earnings,  financial condition, capital
requirements and other relevant factors.








ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

BASIS OF PRESENTATION

The following  discussion  and analysis is based on our  consolidated  Financial
Statements  for the years ended December 31, 2005 and December 31, 2004 of Dolce
Ventures,  Inc. ("Dolce",  the "Company",  "our", or "we"), and its wholly owned
subsidiary,  Pegasus Tel Inc. All  significant  inter-company  amounts have been
eliminated.  In the opinion of management,  the audited  consolidated  financial
statements  presented herein reflect all adjustments  (consisting only of normal
recurring adjustments) necessary for fair presentation.  Interim results are not
necessary indicative of results to be expected for the entire year.

We prepare our  consolidated  financial  statements in accordance with generally
accepted accounting principles, which require that management make estimates and
assumptions that affect reported amounts. Actual results could differ from these
estimates.

Certain of the statements contained below are forward-looking statements (rather
than historical  facts) that are subject to risks and  uncertainties  that could
cause actual results to differ materially from such forward-looking statements.

SEASONALITY

The  Company's  revenues  from  payphone  operation  are  affected  by  seasonal
variations,  geographic distribution of payphones and type of location.  Because
the Company  operates in the  northeastern  part of the country with many of the
payphones located outdoor, weather patterns affect our revenue streams. Revenues
drop off  significantly  during  winter and  conversely  show an increase in the
spring and  summer.  Revenues  are  generally  lowest in the first  quarter  and
highest in the third quarter.

Our installed  payphone base  generates  revenue from three  principle  sources:
coin-calls and non-coin calls, sales and service of payphones.

1. COMMISSION INCOME.

Commission income includes commissions from operator service  telecommunications
companies  and  commissions  for  toll  free  calls  from  all  payphones.   The
commissions  for  operator  services  are paid 45 days in  arrears.  Dial Around
compensation  is billed  quarterly and received three and one half months behind
the billed quarter.

2. COIN CALLS.

Coin calls  represent  calls paid for by  customers  who deposit  coins into the
payphones. Coin call revenue is recorded as the actual amount of coins collected
from the payphones.

3. PAYPHONE SALES AND REPAIRS.

We derive  income from the sale and repair of a payphone.  We can  negotiate the
sale, of a payphone to a site owner when it becomes cost prohibitive to maintain
or if a customer offers to buy the phone at a price that is favorable to our


company.  The new owner becomes  responsible for the maintenance and operational
costs of the  payphone.  Sales and repairs of  payphones  are not subject to the
same collection delays as the other types of operating income.

YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004

REVENUES

Our total revenue  decreased by $2,760 or approximately  24.9%,  from $11,109 in
the year ended  December 31, 2004 to $8,349 in the year ended December 31, 2005.
This  decrease  was  primarily  attributable  to removal of  unprofitable  phone
locations and lower call volumes on our payphones  resulting  from the growth in
wireless  communications.  We reduced our network of payphones by  approximately
15% in 2005 as compared to the same period in 2004.

Our coin call revenues  decreased by $1,669 or approximately  26.0%, from $6,411
in year ended  December 31, 2004 to $4,742 in the year ended  December 31, 2005.
The  decrease in coin call  revenue was  primarily  attributable  to the reduced
number of payphones  we operated  coupled with the  increased  competition  from
wireless  communication  services. Our non-coin call revenue, which is comprised
primarily of dial-around revenue and operator service revenue,  decreased $1,301
or  approximately  59.8% from $2,178 in the year ended December 31, 2004 to $877
in the year ended December 31, 2005. Our service & repair revenues  increased by
$210 when compared to the same period in 2004.

COSTS OF SALES

Our overall  cost of sales  decreased  for the year ending  December 31, 2005 by
$1,362 or approximately  17% when compared to the year ending December 31, 2004.
This  decrease is due to reducing our network of  payphones  by 15%.  Once a low
revenue  payphone  is  identified,  we offer the site  owner an  opportunity  to
purchase the  equipment.  If the site owner does not purchase the  payphone,  we
remove it from the site.  Our  commissions'  expense  increased by $83 due to an
increase in payphone usage. Depreciation expense decreased by $859 when compared
to the same period in 2004. We own telephone  equipment which provides a service
for a number  of years.  The term of  service  is  commonly  referred  to as the
"useful  life" of the asset.  Because an asset such as  telephone  equipment  or
motor vehicle is expected to provide  service for many years,  it is recorded as
an asset, rather than an expense, in the year acquired. A portion of the cost of
the  long-lived  asset is reported as an expense  each year over its useful life
and the amount of the  expense  in each year is  determined  in a  rational  and
systematic manner.

OPERATION AND ADMINISTRATIVE EXPENSES

Operating  expenses  increased  by $36,545 or  approximately  331% over the same
period in 2004. Professional fees increased by $14,616 over 2004. These are fees
we pay to accountants and attorneys  throughout the year for performing  various
tasks.  Expenses for outside  services  increased by $2,453 over 2004. These are
fees the Company pays to an outside  company to collect and maintain our network
of payphones.  Our general and  administrative  accounted for a decrease of $524
when compared to the same period ending December 31, 2004.


GOING CONCERN QUALIFICATION

In their Independent Auditor's Report, for fiscal year ending December 31, 2005,
our auditors states that we have incurred annual losses since inception  raising
substantial doubt about our ability to continue as a going concern.

LIQUIDITY AND CAPITAL RESOURCES


CASH FLOW

Our primary  sources of liquidity  have been cash from  operations and borrowing
from various  sources.  As of December 31, 2005,  we have a note payable to Mary
Passalaqua in the amount of $ 23,006.70.

RISKS ASSOCIATED WITH OUR BUSINESS

In addition to the other information in this report,  the following risks should
be considered carefully in evaluating our business and prospects:

UNLESS  WE CAN  REVERSE  OUR  HISTORY  OF  LOSSES,  WE MAY  HAVE TO  DISCONTINUE
OPERATIONS.

If we are unable to achieve or sustain  profitability,  or if  operating  losses
increase  in the future,  we may not be able to remain a viable  company and may
have to  discontinue  operations.  Our expenses have  historically  exceeded our
revenues  and we have had losses in all  fiscal  years of  operation,  including
those in fiscal  years  2004  through  2005,  and the losses  are  projected  to
continue in 2006.  Our net losses were $8,856 and $47,547 for fiscal years ended
2004, 2005  respectively.  We have been  concentrating on the development of our
products,  services and business plan.  Our  management  believes that we can be
profitable and that our business plan will be successful;  however,  there is no
assurance that we will be successful in  implementing  our business plan or that
we will be profitable now or in the future.

WE MAY NOT SUCCEED OR BECOME PROFITABLE.

We will need to generate  significant  revenues to achieve  profitability and we
may be unable to do so. Even if we do achieve profitability,  we may not be able
to sustain or increase  profitability in the future. We expect that our expenses
will continue to increase and there is no guarantee  that we will not experience
operating  losses and negative cash flow from operations for this fiscal year or
for the foreseeable future. If we do not achieve or sustain profitability,  then
we may be unable to continue our operations.

WE WILL NEED ADDITIONAL CAPITAL FINANCING IN THE FUTURE.

We may be  required  to seek  additional  financing  in the future to respond to
increased  expenses or shortfalls in anticipated  revenues,  accelerate  product
development and  deployment,  respond to competitive  pressures,  develop new or
enhanced products, or take advantage of unanticipated acquisition opportunities.
We  cannot  be  certain  we will be able to find such  additional  financing  on
reasonable  terms,  or at all. If we are unable to obtain  additional  financing
when needed, we could be required to modify our business plan in accordance with
the extent of available financing.

IF WE ENGAGE IN ACQUISITIONS, WE MAY EXPERIENCE SIGNIFICANT COSTS AND DIFFICULTY
ASSIMILATING THE OPERATIONS OR PERSONNEL OF THE ACQUIRED COMPANIES,  WHICH COULD
THREATEN OUR FUTURE GROWTH.

If  we  make  any  acquisitions,  we  could  have  difficulty  assimilating  the
operations,  technologies  and  products  acquired or  integrating  or retaining
personnel of acquired companies. In addition,  acquisitions may involve entering
markets in which we have no or limited direct prior  experience.  The occurrence
of any one or more of these factors could disrupt our ongoing business, distract
our  management and employees and increase our expenses.  In addition,  pursuing
acquisition  opportunities  could  divert our  management's  attention  from our
ongoing  business  operations  and result in  decreased  operating  performance.
Moreover, our profitability may suffer because of  acquisition-related  costs or
amortization of acquired goodwill and other intangible assets.  Furthermore,  we
may have to incur debt or issue equity  securities in future  acquisitions.  The
issuance of equity securities would dilute our existing stockholders.

IF  WE  CANNOT  ATTRACT,  RETAIN,  MOTIVATE  AND  INTEGRATE  ADDITIONAL  SKILLED
PERSONNEL, OUR ABILITY TO COMPETE WILL BE IMPAIRED.

Many of our current and potential  competitors  have more  employees than we do.
Our success depends in large part on our ability to attract, retain and motivate
highly qualified management and technical personnel. We face intense competition
for  qualified  personnel.  The industry in which we compete has a high level of
employee  mobility and  aggressive  recruiting of skilled  personnel.  If we are
unable  to  continue  to employ  our key  personnel  or to  attract  and  retain
qualified  personnel  in the  future,  our ability to  successfully  execute our
business plan will be jeopardized and our growth will be inhibited.

WE MAY BE UNABLE TO ADEQUATELY  PROTECT OUR PROPRIETARY RIGHTS OR MAY BE SUED BY
THIRD PARTIES FOR INFRINGEMENT OF THEIR PROPRIETARY RIGHTS.

The  telecommunications  industry is  characterized  by the existence of a large
number of patents and frequent  litigation based on allegations of trade secret,
copyright  or patent  infringement.  We may  inadvertently  infringe a patent of
which we are unaware.  In addition,  because patent  applications  can take many
years to issue,  there may be a patent  application  now pending of which we are
unaware that will cause us to be infringing when it is issued in the future.  If
we make any  acquisitions,  we could have similar problems in those  industries.
Although we are not currently involved in any intellectual  property litigation,
we may be a party to  litigation  in the  future  to  protect  our  intellectual
property or as a result of our alleged  infringement  of another's  intellectual
property, forcing us to do one or more of the following:

o Cease selling,  incorporating  or using products or services that  incorporate
the challenged intellectual property;

o Obtain from the holder of the infringed  intellectual property right a license
to sell or use the relevant  technology,  which  license may not be available on
reasonable terms; or

o Redesign those products or services that incorporate such technology.

A successful  claim of  infringement  against us, and our failure to license the
same or similar technology,  could adversely affect our business, asset value or
stock value.  Infringement  claims, with or without merit, would be expensive to
litigate or settle, and would divert management resources.

BECAUSE OUR OFFICERS AND DIRECTORS ARE INDEMNIFIED  AGAINST  CERTAIN LOSSES,  WE
MAY BE EXPOSED TO COSTS ASSOCIATED WITH LITIGATION.

If our  directors  or  officers  become  exposed  to  liabilities  invoking  the
indemnification  provisions,  we could be exposed to  additional  unreimbursable
costs,  including legal fees. Our articles of  incorporation  and bylaws provide
that our directors  and officers will not be liable to us or to any  shareholder
and will be  indemnified  and held harmless for any  consequences  of any act or
omission by the  directors and officers  unless the act or omission  constitutes
gross negligence or willful misconduct.  Extended or protracted litigation could
have a material adverse effect on our cash flow.

WE WILL DEPEND ON OUTSIDE MANUFACTURING SOURCES AND SUPPLIERS.

We may contract  with third party  manufacturers  to produce our products and we
will depend on third party  suppliers to obtain the raw materials  necessary for
the  production of our  products.  We do not know what type of contracts we will
have  with  such  third  party  manufacturers  and  suppliers.  In the  event we
outsource the manufacture of our products, we will have limited control over the
actual production process. Moreover,  difficulties encountered by any one of our
third party manufacturers,  which result in product defects,  delayed or reduced
product  shipments,  cost  overruns or our  inability to fill orders on a timely
basis,  could  have  an  adverse  impact  on our  business.  Even  a  short-term
disruption in our relationship with third party manufacturers or suppliers could
have a material  adverse effect on our operations.  We do not intend to maintain
an inventory of sufficient size to protect ourselves for any significant  period
of time against supply interruptions,  particularly if we are required to obtain
alternative sources of supply.

OUR STOCK PRICE MAY BE VOLATILE.

The market  price of our common  stock will likely  fluctuate  significantly  in
response to the following factors, some of which are beyond our control:


o        Variations in our quarterly operating results;

o        Changes in financial estimates of our revenues and operating results by
         securities analysts;

o        Changes in market valuations of telecommunications equipment companies;

o        Announcements by us of significant contracts,  acquisitions,  strategic
         partnerships, joint ventures or capital commitments;

o        Additions or departures of key personnel;

o        Future sales of our common stock;

o        Stock market price and volume fluctuations attributable to inconsistent
         trading volume levels of our stock;

o        Commencement of or involvement in litigation.

In  addition,   the  equity  markets  have   experienced   volatility  that  has
particularly   affected  the  market  prices  of  equity  securities  issued  by
technology  companies and that often has been unrelated or  disproportionate  to
the operating  results of those companies.  These broad market  fluctuations may
adversely affect the market price of our common stock.

WE DO NOT ANTICIPATE PAYING ANY DIVIDENDS ON OUR COMMON STOCK.

We have not paid any  dividends on our Common Stock since  inception  and do not
anticipate  paying any dividends on our Common Stock in the foreseeable  future.
Instead,  we intend to retain any future  earnings for use in the  operation and
expansion of our business.

IF WE ARE SUBJECT TO SEC REGULATIONS  RELATING TO LOW-PRICED  STOCKS, THE MARKET
FOR OUR COMMON STOCK COULD BE ADVERSELY AFFECTED.

The  Securities  and  Exchange  Commission  has adopted  regulations  concerning
low-priced (or "penny") stocks.  The regulations  generally define "penny stock"
to be any  equity  security  that has a market  price less than $5.00 per share,
subject to certain  exceptions.  Our stock is  currently  classified  as a penny
stock.

The penny stock  regulations  require that  broker-dealers,  who recommend penny
stocks to persons other than institutional  accredited  investors make a special
suitability  determination  for the purchaser,  receive the purchaser's  written
agreement to the  transaction  prior to the sale and provide the purchaser  with
risk disclosure documents that identify risks associated with investing in penny
stocks.   Furthermore,   the  broker-dealer  must  obtain  a  signed  and  dated
acknowledgment from the purchaser  demonstrating that the purchaser has actually
received the required risk disclosure document before effecting a transaction in
penny stock. These requirements have historically resulted in reducing the level
of trading activity in securities that become subject to the penny stock rules.

The  additional  burdens  imposed  upon  broker-dealers  by  these  penny  stock
requirements may discourage  broker-dealers  from effecting  transactions in the
common  stock,  which could  severely  limit the market  liquidity of our common
stock and our  shareholders'  ability to sell our common stock in the  secondary
market.

ITEM 7.  FINANCIAL STATEMENTS













                       DOLCE VENTURES, INC. AND SUBSIDIARY

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT

                           DECEMBER 31, 2005 AND 2004






<PAGE>











                                    CONTENTS


                                                                         Page

Independent Auditor's Report..............................................F - 1

Consolidated Balance Sheets
  December 31, 2005 and 2004..............................................F - 3

Consolidated Statements of Operations for the
 Years Ended December 31, 2005 and 2004  .................................F - 4

Consolidated Statement of Stockholders' Equity for the
 Years Ended December 31, 2005 and 2004...................................F - 5

Consolidated Statements of Cash Flows for the
 Years Ended December 31, 2005 and 2004...................................F - 6

Notes to Consolidated Financial Statements................................F - 8





















<PAGE>















                          INDEPENDENT AUDITOR'S REPORT



Dolce Ventures, Inc. and Subsidiary


         We have audited the accompanying  consolidated  balance sheets of Dolce
Ventures,  Inc. and Subsidiary as of December 31, 2005 and 2004, and the related
consolidated  statements of operations,  statement of  stockholders'  equity and
cash flows for the years  ended  December  31,  2005 and 2004.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

         We conducted our audits 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.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present  fairly,  in all  material  respects,  the  financial  position of Dolce
Ventures,  Inc. and Subsidiary as of December 31, 2005 and 2004, and the results
of its  operations  and its cash flows for the years ended December 31, 2005 and
2004, in conformity with accounting  principles generally accepted in the United
States of America.






                                      F - 1

<PAGE>



         The accompanying  consolidated  financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial  statements,  the Company has suffered  recurring losses from
operations and has a net capital  deficiency that raise  substantial doubt about
its  ability to  continue as a going  concern.  Management's  plans in regard to
these  matters are also  described in Note 1. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.

                                                    Respectfully submitted,


                                                    /s/ Robison, Hill & Co.
                                                    Certified Public Accountants

Salt Lake City, Utah
April 12,  2006





























                                      F - 2

<PAGE>



                       DOLCE VENTURES, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                         December 31,
                                                                            ---------------------------------------
                                                                                   2005                 2004
                                                                            ------------------   ------------------
ASSETS
Current Assets:
<S>                                                                         <C>                  <C>
  Cash & Cash Equivalents                                                   $            3,960   $              368
  Accounts Receivable                                                                    2,496                2,316
                                                                            ------------------   ------------------

     Total Current Assets                                                                6,456                2,684
                                                                            ------------------   ------------------

Property and Equipment:
  Payphone Equipment                                                                    12,600               12,600
  Less Accumulated Depreciation                                                        (10,531)              (8,971)
                                                                            ------------------   ------------------

     Net Fixed Assets                                                                    2,069                3,629
                                                                            ------------------   ------------------

     Total Assets                                                           $            8,525   $            6,313
                                                                            ==================   ==================

LIABILITIES
Current Liabilities:
Accounts Payable                                                            $           11,750   $            3,425
Related Party Payable                                                                   23,007                  298
Note Payable                                                                                 -                1,275
                                                                            ------------------   ------------------

     Total Liabilities                                                                  34,757                4,998
                                                                            ------------------   ------------------

STOCKHOLDERS' EQUITY
Preferred Stock, Par value $0.001,
    Authorized 100,000,000 shares, 0
    Issued and outstanding at December 31, 2005 and 2004                                     -                    -
Common Stock, Par value $0.001,
    Authorized 250,000,000 shares, Issued 100,770,140 and
    80,770,140 at December 31, 2005 and 2004                                           100,770               80,770
Paid-In Capital                                                                         13,628               13,628
Retained Deficit                                                                      (140,630)             (93,083)
                                                                            ------------------   ------------------

     Total Stockholders' Equity                                                        (26,232)               1,315
                                                                            ------------------   ------------------

     Total Liabilities and Stockholders' Equity                             $            8,525   $            6,313
                                                                            ==================   ==================
</TABLE>

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

                                      F - 3

<PAGE>



                       DOLCE VENTURES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                      For the Year Ended
                                                                                         December 31,
                                                                                   2005                 2004
                                                                            ------------------   ------------------
<S>                                                                         <C>                  <C>
Revenues                                                                    $            8,349   $           11,109
Costs of Operations                                                                      6,897                8,259
                                                                            ------------------   ------------------

     Gross Profit                                                                        1,452                2,850

Expenses
  Consulting Expense                                                                    20,000                    -
  General & Administrative                                                                 372                  896
  Outside Services                                                                       9,846                7,393
  Professional Fees                                                                     17,386                2,770
                                                                            ------------------   ------------------

     Total Operating Expenses                                                           47,604               11,059

     Loss from Operations                                                              (46,152)              (8,209)

Other Income (Expense)
Interest, Net                                                                             (819)                 (98)
                                                                            ------------------   ------------------

     Net Loss Before Taxes                                                             (46,971)              (8,307)

     Income and Franchise Tax Expense                                                      576                  549
                                                                            ------------------   ------------------

     Net Loss                                                               $          (47,547)  $           (8,856)
                                                                            ==================   ==================

Basic & Diluted Loss Per Share                                              $                -   $                -
                                                                            ==================   ==================

Weighted Average Shares                                                             94,370,140           80,770,140
                                                                            ==================   ==================
</TABLE>



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

                                      F - 4

<PAGE>



                       DOLCE VENTURES, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                           Preferred Stock                  Common Stock               Paid-In        Retained
                                       Shares         Par Value         Shares        Par Value        Capital        Deficit
                                   --------------- --------------- ---------------- --------------  -------------- --------------
<S>                                <C>             <C>             <C>              <C>             <C>            <C>
Balance at December 31, 2003                     - $             -       80,770,140 $       80,770  $       (1,372)$      (84,227)

Contributed Capital                              -               -                -              -          15,000              -
Net Loss                                         -               -                -              -               -         (8,856)
                                   --------------- --------------- ---------------- --------------  -------------- --------------

Balance at December 31, 2004                     -               -       80,770,140         80,770          13,628        (93,083)

Shares Issued for Services                       -               -       20,000,000         20,000               -              -
Net Loss                                         -               -                -              -               -        (47,547)
                                   --------------- --------------- ---------------- --------------  -------------- --------------

Balance at December 31, 2005                     - $             -      100,770,140 $      100,770  $       13,628 $    (140,630)
                                   =============== =============== ================ ==============  ============== ==============
</TABLE>
























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

                                      F - 5

<PAGE>



                                        DOLCE VENTURES, INC. AND SUBSIDIARY
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                      For the Year Ended
                                                                                         December 31,
                                                                                   2005                2004
                                                                           -------------------- -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                        <C>                  <C>
Net Loss                                                                   $            (47,547)$            (8,856)

Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities:
  Depreciation                                                                            1,560               2,419
  Common Stock Issued for Services                                                       20,000                   -
Change in operating assets and liabilities:
  Decrease (Increase) in Accounts Receivable                                               (180)             (1,466)
  Increase (Decrease) in Accounts Payable                                                 8,325              (7,439)
  Increase (Decrease) in Accrued Expenses                                                   709                  98
                                                                           -------------------- -------------------
    Net Cash Used in operating activities                                               (17,133)            (15,244)
                                                                           -------------------- -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided by investing activities                                                     -                   -
                                                                           -------------------- -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Capital Contributed                                                                           -              15,000
Payment on Note Payable                                                                  (1,275)                  -
Proceeds from Related Party Payable                                                      22,000                 298
                                                                           -------------------- -------------------
  Net Cash Provided by Financing Activities                                              20,725              15,298
                                                                           -------------------- -------------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                                                               3,592                  54
Cash and Cash Equivalents
  at Beginning of Period                                                                    368                 314
                                                                           -------------------- -------------------
Cash and Cash Equivalents
  at End of Period                                                         $              3,960 $               368
                                                                           ==================== ===================
</TABLE>






                                      F - 6

<PAGE>



                       DOLCE VENTURES, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)



<TABLE>
<CAPTION>
                                                                                      For the Year Ended
                                                                                         December 31,
                                                                                   2005                2004
                                                                           -------------------- -------------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
<S>                                                                        <C>                  <C>
  Interest                                                                 $                190 $                 -
  Income and Franchise Taxes                                               $                 60 $               549


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
  Stock Issued for Services                                                $             20,000 $                 -
</TABLE>






















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

                                      F - 7

<PAGE>



                       DOLCE VENTURES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         This  summary of  accounting  policies  for Dolce  Ventures,  Inc.  and
Subsidiary  is  presented to assist in  understanding  the  Company's  financial
statements.  The accounting  policies conform to generally  accepted  accounting
principles  and  have  been  consistently  applied  in  the  preparation  of the
financial statements.

Nature of Operations and Going Concern

         The accompanying  financial  statements have been prepared on the basis
of accounting principles applicable to a "going concern",  which assume that the
Company  will  continue in  operation  for at least one year and will be able to
realize  its assets  and  discharge  its  liabilities  in the  normal  course of
operations.

         Several conditions and events cast doubt about the Company's ability to
continue  as  a  "going  concern".  The  Company  has  incurred  net  losses  of
approximately  $141,000  for the period  from  August 19,  1983  (inception)  to
December 31, 2005, has a liquidity problem, and requires additional financing in
order to finance its business  activities  on an ongoing  basis.  The Company is
actively  pursuing  alternative  financing and has had discussions  with various
third parties,  although no firm commitments have been obtained. In the interim,
shareholders  of the Company  have  committed  to meeting its minimal  operating
expenses.

         The  Company's  future  capital  requirements  will  depend on numerous
factors  including,  but not limited to, its willingness to continue progress in
developing its products.

         These  financial  statements do not reflect  adjustments  that would be
necessary  if the Company  were unable to continue as a "going  concern".  While
management believes that the actions already taken or planned, will mitigate the
adverse conditions and events which raise doubt about the validity of the "going
concern" assumption used in preparing these financial  statements,  there can be
no assurance that these actions will be successful.

         If the  Company  were unable to  continue  as a "going  concern",  then
substantial adjustments would be necessary to the carrying values of assets, the
reported  amounts of its  liabilities,  the reported  expenses,  and the balance
sheet classifications used.








                                      F - 8

<PAGE>



                       DOLCE VENTURES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Organization and Basis of Presentation

         The Company was originally  incorporated under the laws of the State of
Utah on August 19,  1983,  under the name of Evica  Resources,  Inc. On April 5,
1984, the Company changed its name to American Arms, Inc. On April 12, 1988, the
Company  changed its name to American  Industries,  Inc.  On May 21,  2002,  the
Company changed its name to Dolce Ventures, Inc.

         On February 19, 2002, Pegasus Tel, Inc., a Delaware company, was formed
as a wholly owned subsidiary of American Industries.

         On March 28, 2002,  American  Industries,  Inc.  and Pegasus Tel,  Inc.
entered  into  an  agreement  with  Pegasus  Communications,  Inc.,  a New  York
corporation,   to   acquire   100%  of  the   outstanding   shares  of   Pegasus
Communications,  Inc.  in  exchange  for  72,721,966  shares of common  stock of
American  Industries,   Inc.  Pegasus  Tel,  Inc.  continued  as  the  surviving
corporation and Pegasus Communications, Inc. was merged out of existence.

         As a result of the merger,  American Industries,  Inc. changed its name
to Dolce Ventures, Inc.

Nature of Business

         The  Company is  primarily  in the  business  of  providing  the use of
outdoor payphones.

 Concentration of Credit Risk

         The  Company has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign hedging arrangements.

Principals of Consolidation

         The consolidated  financial  statements  include the accounts for Dolce
Ventures,  Inc. and its wholly owned subsidiary Pegasus Tel, Inc. The results of
subsidiaries  acquired  during the year are  consolidated  from their  effective
dates of acquisition.  All significant  intercompany  accounts and  transactions
have been eliminated.




                                      F - 9

<PAGE>



                       DOLCE VENTURES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Cash and Cash Equivalents

         For purposes of the statement of cash flows, the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Pervasiveness of Estimates

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

Loss per Share

         Basic loss per share has been  computed  by  dividing  the loss for the
year  applicable to the common  stockholders  by the weighted  average number of
common  shares  outstanding  during the years.  There were no common  equivalent
shares outstanding at December 31, 2005 and 2004.

Revenue Recognition

         Revenue is recognized as services are performed.

Fixed Assets

         Fixed  assets are  stated at cost.  Deprecation  expense  for the years
ended  December  31,  2005 and 2004 was  $1,560  and  $2,419.  Depreciation  and
amortization are computed using the straight-line  and accelerated  methods over
the estimated economic useful lives of the related assets as follows:


                     Asset                              Rate
------------------------------------------------  -----------------

Payphone Equipment                                     5 years




                                     F - 10

<PAGE>



                       DOLCE VENTURES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

         Upon sale or other disposition of property and equipment,  the cost and
related  accumulated  depreciation or amortization are removed from the accounts
and any gain or loss is included in the determination of income or loss.

         Expenditures  for  maintenance  and  repairs  are charged to expense as
incurred.  Major overhauls and betterments are capitalized and depreciated  over
their estimated economic useful lives.

Reclassification

         Certain   reclassifications  have  been  made  in  the  2004  financial
statements to conform with the December 31, 2005 presentation.

NOTE 2 - INCOME TAXES

         The  Company  has a net  operating  loss for income  taxes.  Due to the
regulatory  limitations  in  utilizing  the loss,  it is  uncertain  whether the
Company  will be able to  realize a benefit  from  these  losses.  Therefore,  a
deferred  tax  asset  has  not  been  recorded.  There  are no  significant  tax
differences requiring deferral.

NOTE 3 - COMMITMENTS & CONTINGENCIES

         As of December  31,  2005,  all  activities  of the  Company  have been
conducted by corporate officers from their separate business offices. Currently,
there  are no  outstanding  debts  owed by the  company  for  the  use of  these
facilities and there are no commitments for future use of the facilities.

NOTE 4 - NOTES PAYABLE

         On December 15, 2001,  Dolce  Ventures,  Inc.  purchased ten telephones
from American Telepath International, Inc. in the amount of $1,000 with interest
at the rate of 8 percent per annum.  The note is payable in a lump sum  December
15, 2004.  The balance due on this note is $1,275 and $0 as of December 31, 2004
and December 31, 2005.







                                     F - 11

<PAGE>


                       DOLCE VENTURES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 5 - RELATED PARTY PAYABLE

         On November 29,  2004,  Dolce  Ventures,  Inc entered into an agreement
with Mary Passalaqua in the amount of $298 with interest at a rate of 10 percent
per annum.  As of December  31, 2005 and 2004,  the Company  owed $328 and $298,
respectively, relating to this note.

         On February 15, 2005,  Dolce Ventures,  Inc.  entered into an agreement
with Mary  Passalaqua  in the amount of $2,000  with  interest at the rate of 10
percent per annum.  The note is payable in a lump sum  February  15,  2006.  The
balance due on this note is $2,182 as of December 31, 2005 and $0 as of December
31, 2004.

         On July 27, 2005,  Dolce Ventures,  Inc. entered into an agreement with
Mary Passalaqua in the amount of $10,000 with interest at the rate of 10 percent
per annum.  The note is payable in a lump sum July 27, 2006.  The balance due on
this note is $10,420 as of December 31, 2005 and $0 as of December 31, 2004

         On December 8, 2005,  Dolce  Ventures,  Inc.  entered into an agreement
with Mary  Passalaqua  in the amount of $10,000 with  interest at the rate of 10
percent  per  annum.  The note is payable in a lump sum  December  8, 2006.  The
balance  due on this  note is  $10,077  as of  December  31,  2005  and $0 as of
December 31, 2004

NOTE 6 - COMMON STOCK TRANSACTIONS

         On April 28, 2005, the Company issued 20,000,000 shares of common stock
in exchange  for  services  rendered.  The cost of $20,000 for services has been
charged to consulting expense.

                                     F - 12

<PAGE>




ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS:

NONE


ITEM 8A. CONTROLS AND PROCEDURES

The Company carried out an evaluation,  with the  participation of our principal
executive and principal financial officers, of the effectiveness, as of December
31,  2005,  of our  disclosure  controls  and  procedures  (as  defined in Rules
13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based upon that
evaluation, made at the end of the period, our chief executive officer and chief
financial  officer  concluded  that our  disclosure  controls and procedures are
effective in alerting them on a timely basis of material information required to
be disclosed in our periodic reports to the Securities and Exchange  Commission,
and that there has been no  significant  change in such  internal  controls,  or
other factors which could significantly affect such controls.


ITEM 8B. OTHER INFORMATION

NONE



                                    PART III



ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.



                                                            Year First
                                                            Became
Name                   Age       Position with Company      a Director
----                   ---       ---------------------      ----------

Carl E. Worboys        62        President                  October 2004
                                                            3-year term

John F. Passalaqua     69        Secretary/Treasurer        October 2004
                                                            3-year term

David F. Stever        62        Director                   October 2004
                                                            3-year term



RESUMES

Carl E. Worboys is a practicing  attorney in the State of New York.  He has been
active in the public payphone  business for several  clients.  For five years he
was in charge of regulatory affairs for American Telecommunications Enterprises,
Inc., a long distance  carrier,  and had  responsibility  for the development of
payphone leasing programs for the carrier.

John F.  Passalaqua  has served as a  technical  support  employee  for  several
payphone  companies in the local area. He was elected an officer and director of
Dolce in 2004. He has been employed by several other  payphone  companies in the
Central New York area.

David F.  Stever is a  retired  corporate  travel  specialist  with  substantial
marketing experience, which he has provided guidance for the Company.

BOARD OF DIRECTORS; ELECTION OF OFFICERS

All directors  hold offices until the next annual  meeting of  shareholders  and
until their successors are duly elected and qualified.  Any vacancy occurring in
the  Board  of  Directors  may be  filled  by the  shareholders,  the  Board  of
Directors, or if the Directors remaining in office constitute less than a quorum
of the Board of Directors,  they may fill the vacancy by the affirmative vote of
a majority of the Directors  remaining in office.  A director  elected to fill a
vacancy is elected for the  unexpired  term of his  predecessor  in office.  Any
directorship  filled by reason of an increase in the number of  directors  shall
expire at the next shareholders' meeting in which directors are elected,  unless
the vacancy is filled by the  shareholders,  in which case the term shall expire
on the  later  of (i) the  next  meeting  of the  shareholders  or (ii) the term
designated  for the  director  at the time of  creation  of the  position  being
filled.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities  Exchange Act of 1934, as amended,  requires our
officers and directors  and persons who own more than 10% of a registered  class
of our equity  securities  to file initial  reports of ownership  and reports of
changes in ownership with the Securities  and Exchange  Commission  (the "SEC").
Such  persons are  required by SEC  regulation  to furnish us with copies of all
Section 16(a) forms they file.

Based  solely on review of the copies of such forms  received by us with respect
to fiscal year 2004, or written  representations from certain reporting persons,
we believe that all filing  requirements  applicable to its directors,  officers
and persons who own more than ten percent of a registered class of the Company's
equity securities have been complied with.


AUDIT COMMITTEE

The  Company  does not  currently  have an  audit  committee,  and the  Board of
Directors serves this function. In addition, the Board does not have a financial
expert as defined by  Regulation  S-B Item 401. The Company has not been able to
attract a  financial  expert to serve on its Board of  Directors;  however,  the
Company will be seeking a candidate to serve in this role in the future.


CODE OF ETHICS

The  Company has not adopted a Code of Ethics for its  principal  executive  and
financial officers.  Due to the Company's limited operations the Company's Board
of Directors  does not believe a code of ethics is  necessary at this time.  The
Company's  Board of Directors will revisit this issue in the future to determine
if adoption of a code of ethics is appropriate.  In the meantime,  the Company's
management  intends  to  promote  honest  and  ethical  conduct,  full  and fair
disclosures  in its  reports  with  the  SEC,  and  compliance  with  applicable
governmental laws and regulations.


ITEM 10. EXECUTIVE COMPENSATION.

Mr. Carl Worboys and Mr. John Passalaqua were issued  8,000,000 shares of common
stock  respectively at a deemed price of $0.001 per share in  consideration  for
their services in organizing and managing our initial  corporate  effort and for
acting as officers.

No other  compensation  has been awarded to,  earned by or paid to our officers.
Management has agreed to act with out compensation until authorized by the Board
of Directors,  which is not expected to occur until we have  generated  revenues
from operations. As of the date of this registration statement, we have no funds
available to pay officers or directors.  Further, our officers and directors are
not accruing any compensation pursuant to any agreement with us.


                           SUMMARY COMPENSATION TABLE

                                      FISCAL                            OTHER

NAME AND PRINCIPAL POSITION         YEAR PAID    SALARY    BONUS    COMPENSATION

Carl E. Worboys, President                N/A       -0-      -0-       $8,000.00

John F. Passalaqua, Secretary/Treasurer   N/A       -0-      -0-       $8,000.00


We do not have health  insurance for our employees.  We do not have  retirement,
pension,  profit  sharing,  stock  options,  or other  similar  programs for the
benefit of our employees.


OPTIONS AND SARS

The company has no option or SAR  programs  and no options or SAR's were granted
to any of its employees.

LONG-TERM INCENTIVE PLANS

The Company has no  long-term  incentive  plans for its  officers,  directors or
employees.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.


   (1) (2) (3) (4) Title of Class Name and Address  Amount and Nature Percent of
Class
                 of Beneficial Owner      of Beneficial Owner

--------------------------------------------------------------------------------
Common          Carl E. Worboys (1)             8,000,000               7.94%

Common          John F. Passalaqua (1)          8,721,000               8.65%

Common          David F. Stever (1)             2,000,000               1.98%

Common          Kevin Kopaunik                  6,663,357               6.61%
                1800 S. West Temple
                Suite 301
                Salt Lake City, UT 84115

(1) The address of each of our  executive  officers and directors is 118 Chatham
Road, Syracuse, NY






ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Except as set forth below, no transactions  have occurred since the beginning of
the Company's last fiscal year or are proposed with respect to which a director,
executive officer,  security holder owning of record or beneficially more than 5
% of any  class of the  Company's  securities  or any  member  of the  immediate
families of the foregoing persons had or will have a direct or indirect material
interest:

We  issued  8,000,000  common  shares  each to Mr.  Carl  Worboys  and Mr.  John
Passalaqua at a deemed price of $0.001 per share on April 28, 2005. These shares
were  issued  to Mr.  Worboys  and Mr.  Passalaqua  in  consideration  for their
services in organizing our company, acting as officers and building our business
plan.

On April 28, 2005, we issued 2,000,000 common shares at a deemed price of $0.001
per share to Mr. David Stever in consideration  for his services as director and
building our business plan.




                                     PART IV

ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K


EXHIBIT
NUMBER                      DESCRIPTION
------                      -----------
3        Articles of Incorporation (b)
3.1      Amended Articles of Incorporation, dated March 14, 1984 (b)
3.2      Amended Articles of Incorporation, dated March 31, 1988 (b)
3.3      Amended Articles of Incorporation, dated February 7, 2002 (b)
3.4      Amended Articles of Incorporation, dated March 26, 2002 (b)
4.1      By-Laws (b)
21.1     Subsidiaries of the Registrant (1)
31.1     Sarbanes-Oxley Act of 2002 Section 302 Certification by Carl E. Worboys
32.1     Sarbanes-Oxley Act of 2002 Section 906 Certification by Carl E. Worboys

(1)

Filed herewith.

(b)

Reports on Form 10SB

No reports on Form 8-K were filed in the fourth quarter of 2005



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Aggregate fees billed by the Company's principal accountants,  Robinson,  Hill &
Company, for audit services related to the most recent two fiscal years, and for
other professional  services billed in the most recent two fiscal years, were as
follows:



                                  FISCAL 2005       FISCAL 2004
                                  -----------       -----------
Audit Fees      (1)                $12,791           0
Audit-Related Fees
Tax Fees          (2)               $1,617           0
All Other Fees
Total


(1)  Comprised of the audit of the Company's  annual  financial  statements  and
reviews of the Company's  quarterly  financial  statements,  as well as consents
related to and reviews of other documents filed with the Securities and Exchange
Commission.

(2)  Comprised  of  preparation  of all federal and state  corporate  income tax
returns for the Company and its subsidiaries.

Under the Sarbanes-Oxley Act of 2002, all audit and non-audit services performed
by the Company's independent  accountants must now be approved in advance by the
Audit  Committee  to assure that such  services  do not impair the  accountants'
independence  from the Company.  The Company  does not have an Audit  Committee,
therefore,  the Board of Directors  reviews and approves  audit and  permissible
non-audit  services performed by Robinson,  Hill & Company,  as well as the fees
charged by Robinson, Hill & Company for such services.








<PAGE>





                                   SIGNATURES

In accordance  with 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.


     DOLCE VENTURES, INC.
     Date:  April 12, 2006
  By:/s/ CARL E WORBOYS
     CARL E WORBOYS
     Principal Executive and Financial Officer


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  this  report has been  signed  below by the  following  persons on
behalf of the Company and in the capacities and on the dates indicated.


SIGNATURE                                TITLE                      DATE
/s/  CARL E WORBOYS              Principal  Executive and      April 12, 2006
Carl E. Worboys                  Financial Officer
/s/  JOHN F. PASSALAQUA          Secretary/Treasurer           April 12, 2006
John F. Passalaqua
/s/  DAVID F. STEVER             Director                      April 12, 2006
David F. Stever