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


                                   FORM 10-QSB

      (Mark One)

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

         FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005

      (   )  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 000-51364

                               DOLCE VENTURES INC.
                    -----------------------------------------
        (Exact name of small business issuer as specified 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)

                                 (315) 476-5769
                           (Issuer's telephone number)
                     ---------------------------------------
               (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   ( X )                    No   (   )

         State the number of shares  outstanding of each of the issuer's classes
         of common equity, as of the latest practicable date: 100,770,140 shares
         of Common Stock, $.001 par value, were outstanding as of July 26, 2005.

         Transitional Small Business Disclosure Forms (check one):

                           Yes   (   )                    No   ( X )


<PAGE>


                               DOLCE VENTURES INC.
                              INDEX TO FORM 10-QSB
                                  JUNE 30, 2005


                          PART I FINANCIAL INFORMATION


ITEM 1.           Financial Statements

                  Consolidated  Balance Sheets At December 31, 2004          F-1
                  and June 30, 2005

                  Consolidated  Statements  of Income For the Three          F-2
                  Months  and Six Months  Ended June 30,  2005 and June
                  30, 2004

                  Consolidated  Statements  of Cash  Flows  For the Six      F-3
                  Months Ended June 30, 2005 and June 30, 2004

                  Notes to Consolidated Financial Statements                 F-4

ITEM 2.           Managements   Discussion  and  Analysis  of  Financial       3
                  Condition and Results of Operation

ITEM 3.           Controls and Procedures                                     10

                            PART II OTHER INFORMATION

ITEM 1.           Legal Proceedings                                           11

ITEM 2.           Changes in Securities and Use of Proceeds                   11

ITEM 3.           Defaults Upon Senior Securities                             11

ITEM 4.           Submission of Matters to a Vote of Security Holders         11

ITEM 5.           Other Information                                           11

ITEM 6.           Exhibits and Reports on Form 8-K                            11

                  Signatures



                                       2

<PAGE>

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

                       DOLCE VENTURES, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         June 30,          December 31,
                                                                           2005                2004
                                                                     -----------------  ------------------
Assets:
<S>                                                                  <C>                <C>
   Cash and Cash Equivalents                                         $               2  $              368
   Accounts Receivable                                                           3,075               2,316
                                                                     -----------------  ------------------

      Total Current Assets                                                       3,077               2,684
                                                                     -----------------  ------------------

Property and Equipment:
   Payphone Equipment                                                           12,600              12,600
   Less Accumulated Depreciation                                                (9,751)             (8,971)
                                                                     -----------------  ------------------

      Net Property and Equipment                                                 2,849               3,629
                                                                     -----------------  ------------------

      Total Assets                                                   $           5,926  $            6,313
                                                                     =================  ==================

Liabilities:
   Accounts Payable                                                  $          13,669  $            3,425
   Note Payable - Shareholder                                                      298                 298
   Note Payable                                                                  3,401               1,275
                                                                     -----------------  ------------------

      Total Liabilities                                                         17,368               4,998
                                                                     -----------------  ------------------

Stockholders' Equity:
  Preferred Stock, Par value $0.001, Authorized
    100,000,000 shares, Issued 0
    at June 30, 2005 and December 31, 2004                                           -                   -
  Common Stock, Par value $0.001, Authorized
    250,000,000 shares, Issued 100,770,140 at
    June 30, 2005 and 80,770,140 at December 31, 2004                          100,770              80,770
  Paid-In Capital                                                               13,628              13,628
  Retained Deficit                                                            (125,840)            (93,083)
                                                                     -----------------  ------------------

     Total Stockholders' Equity                                                (11,442)              1,315
                                                                     -----------------  ------------------

       Total Liabilities and Stockholders' Equity                    $           5,926  $            6,313
                                                                     =================  ==================
</TABLE>


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

                                      F-1
<PAGE>



                       DOLCE VENTURES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                      For the Three Months Ended           For the Six Months Ended
                                               June 30,                            June 30,
                                   ---------------------------------  ----------------------------------
                                         2005             2004              2005             2004
                                   ---------------- ----------------  ---------------- -----------------
<S>                                <C>              <C>               <C>              <C>
Revenues                           $          2,982 $          2,803  $          4,768 $           4,876
Costs of Operations                           1,436            2,083             3,339             4,279
                                   ---------------- ----------------  ---------------- -----------------

    Gross Profits                             1,546              720             1,429               597

Expenses
General and Administrative                   33,546            1,227            34,143             6,032
                                   ---------------- ----------------  ---------------- -----------------

    Operating Income (Loss)                 (32,000)            (507)          (32,714)           (5,435)

Other Income (Expense)
Interest, Net                                   (76)             (44)             (126)              (86)
                                   ---------------- ----------------  ---------------- -----------------

    Net Loss Before Taxes                   (32,076)            (551)          (32,840)           (5,521)
                                   ---------------- ----------------  ---------------- -----------------

Income and Franchise Tax                          -                -                83              (489)
                                   ---------------- ----------------  ---------------- -----------------

    Net Income (Loss)              $        (32,076)$           (551) $        (32,757)$          (6,010)
                                   ================ ================  ================ =================

Loss per Share, Basic &
Diluted                            $              - $              -  $              - $               -
                                   ================ ================  ================ =================

Weighted Average Shares
Outstanding                              94,616,294       80,770,140        87,731,466        80,770,140
                                   ================ ================  ================ =================
</TABLE>







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

                                      F-2
<PAGE>



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

<TABLE>
<CAPTION>
                                                                  For the Six Months Ended
                                                                          June 30,
                                                             -----------------------------------
                                                                   2005               2004
                                                             -----------------  ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                          <C>                <C>
Net Loss for the Period                                      $         (32,757) $         (6,010)
Adjustments to reconcile net loss to net cash
  provided by operating activities:
     Depreciation and Amortization                                         780             1,211
     Common Stock Issued for Services                                   20,000                 -
Changes in Operating Assets and Liabilities
     Decrease (Increase) in Accounts Receivable                           (759)             (168)
     Increase (Decrease) in Accounts Payable                            10,244           (10,029)
     Increase (Decrease) in Accrued Interest                               126               177
                                                             -----------------  ----------------
Net Cash Used in Operating Activities                                   (2,366)          (14,819)
                                                             -----------------  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of Property and Equipment                                      -                 -
                                                             -----------------  ----------------
Net cash provided by Investing Activities                                    -                 -
                                                             -----------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Notes Payable                                                       2,000                 -
     Capital Contributed                                                     -            15,000
                                                             -----------------  ----------------
Net Cash Provided by Financing Activities                                2,000            15,000
                                                             -----------------  ----------------

Net (Decrease) Increase in Cash                                           (366)              181
Cash at Beginning of Period                                                368               313
                                                             -----------------  ----------------
Cash at End of Period                                        $               2               494
                                                             =================  ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                                   $               -  $             -
  Franchise and Income Taxes                                 $               -  $           489


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-3
<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.

Interim Financial Statements

         The  unaudited  financial  statements  as of June 30,  2005 and for the
three and six months then ended,  reflect,  in the  opinion of  management,  all
adjustments  (which  include  only normal  recurring  adjustments)  necessary to
fairly state the financial  position and results of operations for the three and
six months. Operating results for interim periods are not necessarily indicative
of the results which can be expected for full years.

Nature of Operations and Going Concern

         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  $126,000 for the period from August 19, 1983  (inception) to June
30, 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-4

<PAGE>



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

NOTE 2 - 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 changes its name to American Arms, Inc. On April 12, 1988, the
Company  changes 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-5

<PAGE>



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

NOTE 2 - 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.

Income (Loss) per Share

         Basic income  (loss) per share has been computed by dividing the income
(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 June 30, 2005 and 2004.

Reclassifications

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

Revenue Recognition

         Revenue is recognized as services are performed.

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.


                                      F-6

<PAGE>



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

NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Depreciation

         Fixed assets are stated at cost. Deprecation expense for the six months
ended June 30, 2005 and 2004 was $780 and $1,211.  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

         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.

NOTE 3 - COMMITMENTS

         As of June 30, 2005,  all activities of the Company have been conducted
by corporate  officers from either their homes or 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 - NOTE PAYABLE - SHAREHOLDER

         Shareholders of the Company have advanced the Company money in order to
pay general and  administrative  expenses.  As of June 30, 2005 and December 31,
2004, the Company owed $298 and $298, respectively, relating to this note.

NOTE 5 - NOTE 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 was payable in a lump sum December
15, 2004.  The balance due on this note is $1,326 and $1,275 as of June 30, 2005
and December 31, 2004.



                                      F-7

<PAGE>


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

NOTE 5 - NOTE PAYABLE (Continued)

         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 $2,075 as of June 30, 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-8

<PAGE>




ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

FORWARD LOOKING STATEMENTS

         The following is a discussion and analysis of the results of operations
of our company and should be read in conjunction  with our financial  statements
and related  notes  contained  in the Form  10-QSB.  This Form  10-QSB  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",  "believe",  "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  operation 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  Quarterly  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-QSB could
have a material adverse effect on our business,  operating results and financial
condition. Actual results differ materially from current expectations. Among the
factors that could effect our actual  results and could cause  results to differ
from those contained in the forward-looking  statements  contained herein is our
ability to expand  our  customer  base,  which will be  dependent  on  business,
financial  and other  factors  beyond our  control,  including  , among  others,
seasonal  aspects such as the winter months that tend to reduce the frequency of
outdoor  payphone  use on the  east  coast,  ability  to  increase  our size and
marketing area by purchasing payphones and locations from independent  telephone
companies,  and  whether the public uses our  payphones,  together  with all the
risks  inherent in the  establishment  of a new  enterprise and marketing of new
products.


BASIS OF PRESENTATION

         The unaudited  consolidated financial statements of Dolce Ventures Inc.
("Dolce", the "Company", "our", or "we"), include the accounts of Dolce Ventures
Inc.  and  it's  wholly  owned  subsidiary:  Pegasus  Tel Inc.  All  significant
inter-company amounts have been eliminated. The unaudited consolidated financial
statements  of Dolce  present  herein,  should be read in  conjunction  with the
audited consolidated  financial statements of Dolce as of and for the year ended
December 31, 2004.  In the opinion of  management,  the  unaudited  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 those
describe in the forward-looking statements.

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.




                                       3
<PAGE>


         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. We may pay site owners a commission based
on a flat  monthly  rate or on a  percentage  of sales.  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.

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, REPAIRS AND PRE-PAID PHONE CARD SALES.

         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 or lessee becomes responsible for the
maintenance and operational costs of the payphone.  We sell pre-paid phone cards
at some of our  payphone  locations.  Sales and  repairs  of  payphones  are not
subject to the same collection delays as the other types of operating income.







                                       4
<PAGE>


COSTS RELATED TO OUR OPERATION.

         The principle  costs related to the ongoing  operation of the Company's
payphones  include  telephone  charges,  commissions,  service,  maintenance and
network costs.  Telephone charges consist of payments made by the Company to LEC
or competitive  local exchange  carriers and long distance carrier for access to
and use of their  telecommunications  networks.  Commission  expense  represents
payments to owners or  operators of the premises at which a payphone is located.
Service,  maintenance  and network  cost  represent  the cost of  servicing  and
maintaining the payphones on an ongoing basis.


THREE MONTHS ENDED JUNE 30, 2005 COMPARED TO THREE MONTHS ENDED JUNE 30, 2004


REVENUES

         Our total revenue increased by $179 or approximately 6.36%, from $2,803
in the three months ended June 30, 2004 to $2,982 in the three months ended June
30, 2005. This increase was primarily  attributable  to seasonal  affects on our
revenue streams.  The Company  operates in the northeastern  part of the country
with many of the payphones located outdoor. Our revenues show an increase in the
spring and summer.

         Our coin call  revenues  increased by $319 or  approximately  19%, from
$1,675 in the three  months  ended June 30,  2004 to $1,994 in the three  months
ended  June  30,  2005.   The  increase  in  coin  call  revenue  was  primarily
attributable to the location of our payphones and the seasonality of our revenue
streams. Our non-coin call revenue,  which is comprised primarily of dial-around
revenue and operator service revenue  decreased $140 or  approximately  28% from
$498 in the three  months  ended June 30, 2004 to $358 in the three months ended
June 30, 2005. Our service & repair revenues  remained the same when compared to
the same period in 2004.


COSTS OF SALES

         Our overall cost of sales  decreased  for the three months  ending June
30,  2005 by $647 or  approximately  31.05% when  compared  to the three  months
ending June 30,  2004.  Our  telecommunication  costs  decreased  by $301 due to
reducing  our network of  payphones  by 20.35%.  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'  payable increased by $83 when compared to the same period in 2004.
Depreciation expense decreased by $429 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 $32,319 over the same period in 2004.
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.  Professional fees increased by $5,820 over 2004.
These  are fees we pay to  accountants  and  attorneys  throughout  the year for
performing various tasks. Expenses for outside services increased by $6,462 over
2004.  These are fees the  Company  pays to an outside  company  to collect  and
maintain our network of payphones and to our stock transfer company. Our office,
and travel &  entertainment  expenses,  together  account for an increase of $37
when compared to the same period ending June 30, 2004.






                                       5
<PAGE>


SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO SIX MONTHS ENDED JUNE 30, 2004


REVENUES

         Our total revenue decreased by $108 or approximately  2.2%, from $4,876
in the six months ended June 30, 2004 to $4,768 in the six months ended June 30,
2005.  This  decrease  was  primarily  attributable  to removal of  unprofitable
payphone  locations and lower call volumes on our payphones  resulting  from the
growth in wireless communications.

         Our coin call revenues  increased by $208 or approximately  7.42%, from
$2,794 in the six months  ended June 30, 2004 to $3,002 in the six months  ended
June 30, 2005. This increase was primarily  attributable to seasonal  affects on
our revenue  streams.  The  Company  operates  in the  northeastern  part of the
country  with  many of the  payphones  located  outdoor.  Our  revenues  show an
increase in the spring and summer. Our non-coin call revenue, which is comprised
primarily of dial-around  revenue and operator service revenue decreased $316 or
approximately  38.4% from $822 in the six months  ended June 30, 2004 to $506 in
the six months ended June 30, 2005. Our service & repair  revenues  remained the
same when compared to the same period in 2004.


COSTS OF SALES

         Our overall cost of sales  decreased for the six months ending June 30,
2005 by $940 or approximately 21.95% when compared to the six months ending June
30,  2004.  Our  telecommunication  costs  decreased by $593 due to reducing our
network of payphones by 20.35%.  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'
payable increased by $83 when compared to the same period in 2004.  Depreciation
expense  decreased  by $430 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 $28,111 over the same period in 2004.
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 was charged to
consulting  expense.  Professional fees increased by $4,930 over 2004. These are
fees we pay to  accountants  and attorneys  throughout  the year for  performing
various  tasks.  Expenses  for outside  services  increased by $3,646 over 2004.
These are fees the Company  pays to an outside  company to collect and  maintain
our network of payphones  and to our stock  transfer  company.  Our office,  and
travel & entertainment  expenses,  together  account for a decrease of $465 when
compared to the same period ending June 30, 2004.


GOING CONCERN QUALIFICATION

         In their  Independent  Auditor's  Report  for the  fiscal  year  ending
December 31,  2004,  Robison,  Hill & Co.  states that we have  incurred  annual
losses since inception  raising  substantial doubt about our ability to continue
as a going concern.








                                       6
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOW

         Our primary  sources of liquidity  have been cash from  operations  and
borrowing from various  sources.  As of June 30, 2005, we have a note payable to
American  Telepath  International  in the amount of $1,326 and a note payable to
Mary Passalaqua in the amount of $2,075.


COMMON STOCK


         We are authorized to issue  250,000,000  shares of Common Stock, with a
par value of $0.001.  There are  100,770,140  shares of Common  Stock issued and
outstanding as of the date of this form 10-QSB.  All shares of common stock have
one vote per share on all  matters  including  election  of  directors,  without
provision for cumulative  voting.  The common stock is not redeemable and has no
conversion or  preemptive  rights.  The common stock  currently  outstanding  is
validly issued,  fully paid and non- assessable.  In the event of liquidation of
the company,  the holders of common  stock will share  equally in any balance of
the company's assets  available for  distribution to them after  satisfaction of
creditors and preferred shareholders, if any. The holders of common stock of the
company are entitled to equal dividends and distributions per share with respect
to the common stock when,  as and if,  declared by the board of  directors  from
funds legally available.


PREFERRED STOCK


         In addition to the 250,000,000  shares of Common Stock,  the Company is
authorized to issue  100,000,000  shares of preferred stock, with a par value of
$0.001. Shares of the Preferred Stock of the corporation may be issued from time
to time in one or more  classes or series,  each of which class or series  shall
have  such  distinctive  designation  or title as shall be fixed by the Board of
Directors  prior to the issuance any shares  thereof.  At this time no shares of
Preferred Stock have been issued by the Company.


         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.


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


                                       7
<PAGE>

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  2003  through  2004,  and the losses  are  projected  to
continue in 2005.  Our net losses were $16,810 and $8,856 for fiscal years ended
2003, 2004  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 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:



                                       8
<PAGE>

         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.

         Our employees may be bound by confidentiality  and other  nondisclosure
agreements  regarding the trade secrets of their former employers.  As a result,
our employees or we could be subject to allegations  of trade secret  violations
and other  similar  violations  if claims  are made  that  they  breached  these
agreements.


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  manufacturing  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;


                                       9
<PAGE>

         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.  If our shares are offered at a market
price less than $5.00 per share,  and do not qualify for any exemption  from the
penny  stock  regulations,  our shares may  become  subject to these  additional
regulations relating to low-priced stocks.

         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 3.   CONTROLS AND PROCEDURES

The  Company's  Chief  Executive   Officer  and  Chief  Financial   Officer  are
responsible for establishing and maintaining  disclosure controls and procedures
for the Company.

         (a) Evaluation of Disclosure Controls and Procedures

         As of the end of the period covered by this report, the Company carried
         out an evaluation,  under the supervision and with the participation of
         the Company's  management,  including the Company's  President,  of the
         effectiveness  of the design and operation of the Company's  disclosure
         controls and  procedures  pursuant to Rule 13a-15 under the  Securities
         Exchange Act of 1934, as amended (the "Exchange  Act").  Based upon the
         evaluation,  the Company's  President  concluded that, as of the end of
         the period,  the  Company's  disclosure  controls and  procedures  were
         effective in timely  alerting him to material  information  relating to
         the Company  required  to be  included in the reports  that the Company
         files and submits pursuant to the Exchange Act.

         (b) Changes in Internal Controls



                                       10
<PAGE>

         Based on his evaluation as of June 30, 2005,  there were no significant
changes in the Company's  internal  controls over financial  reporting or in any
other areas that could  significantly  affect the  Company's  internal  controls
subsequent to the date of his most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


PART II OTHER INFORMATION.


ITEM 1.  LEGAL PROCEEDINGS

                  Not applicable.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

                  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.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

                  Not applicable.


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

                  Not applicable.


ITEM 5.  OTHER INFORMATION

                  Not applicable.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

EXHIBIT
NO.               DESCRIPTION

3        Articles of Incorporation
3.1      Amended Articles of Incorporation, dated March 14, 1984
3.2      Amended Articles of Incorporation, dated March 31, 1988
3.3      Amended Articles of Incorporation, dated February 7, 2002
3.4      Amended Articles of Incorporation, dated March 26, 2002
3.5      Agreement of Merger, dated March 28, 2002
4        By-Laws
5        Specimen Share Certificate for Common Shares
31.1     Sarbanes-Oxley  Act of  2002  Section  302  Certification  for  Carl E.
         Worboys
31.1     Sarbanes-Oxley  Act of  2002  Section  302  Certification  for  John F.
         Passalaqua
32.1     Sarbanes-Oxley  Act of  2002  Section  906  Certification  for  Carl E.
         Worboys
32.2     Sarbanes-Oxley  Act of  2002  Section  906  Certification  for  John F.
         Passalaqua



                                       11
<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  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.

                                              (Registrant)


Dated:   July 26, 2005                     /s/ CARL E. WORBOYS
                                           -------------------
                                           Carl E. Worboys
                                           President


Dated:   July 26, 2005                    /s/ JOHN F. PASSALAQUA
                                          ----------------------
                                          John F. Passalaqua
                                          Secretary/Treasurer