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, 2006

                    ( ) 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 ( )

Indicate by check mark whether the registrant is a shell company (as defined by

RULE 12B-2 OF THE EXCHANGE ACT). YES X NO

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes No X

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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 June 30, 2006

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                                         F-1
         At December 31, 2005 and June 30, 2006

         Consolidated Statements of Income and Retained Earnings             F-2

         For the six months ended June 30, 2006 and June 30, 2005

         Consolidated Statements of Cash Flows
         For the six months ended June 30, 2006 and June 30, 2005            F-3

         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                                               5

                            PART II OTHER INFORMATION

ITEM 1.  Legal Proceedings                                                     8

ITEM 2.  Changes in Securities and Use of Proceeds                             8

ITEM 3.  Defaults Upon Senior Securities                                       8

ITEM 4.  Submission of Matters to a Vote of Security Holders                   8

ITEM 5.  Other Information                                                     8

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

         Signatures



<PAGE>



                                     PART I

ITEM 1.

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

<TABLE>
<CAPTION>
                                                                     June 30,            December 31,
                                                                       2006                  2005
                                                                 -----------------     -----------------
Assets:
<S>                                                                         <C>                 <C>
   Cash and Cash Equivalents                                                $ 371               $ 3,960
   Accounts Receivable                                                         50                 2,496
                                                                 -----------------     -----------------

      Total Current Assets                                                    421                 6,456
                                                                 -----------------     -----------------

Property and Equipment:
   Payphone Equipment                                                      12,600                12,600
   Less Accumulated Depreciation                                          (11,311)              (10,531)
                                                                 -----------------     -----------------

      Net Property and Equipment                                            1,289                 2,069
                                                                 -----------------     -----------------

      Total Assets                                                        $ 1,710               $ 8,525
                                                                 =================     =================

Liabilities:
   Accounts Payable                                                      $ 11,777              $ 11,750
   Related Party Payable                                                   37,555                23,007
                                                                 -----------------     -----------------

      Total Liabilities                                                    49,332                34,757
                                                                 -----------------     -----------------

Stockholders' Equity:
  Preferred Stock, Par value $0.001, Authorized
    100,000,000 shares, Issued 0 at
     June 30, 2006 and December 31, 2005
Common Stock, Par value $0.001, Authorized
    250,000,000 shares, Issued 100,770,140 at
    June 30, 2006 and 100,770,140 at
    December 31, 2005                                                     100,770               100,770
  Paid-In Capital                                                          13,628                13,628
  Retained Deficit                                                       (162,020)             (140,630)
                                                                 -----------------     -----------------

     Total Stockholders' Equity                                           (47,622)              (26,232)
                                                                 -----------------     -----------------
      Total Liabilities and Stockholders' Equity                         $ 1,710               $ 8,525
                                                                 =================     =================
</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,
                                          ------------------------------------ ------------------------------------
                                                2006               2005                     2006              2005
                                          ------------------  ---------------- ------------------  ----------------
<S>                                                   <C>             <C>                    <C>           <C>
Revenues                                              $ 113           $ 2,982                878           $ 4,768
Costs of Operations                                   1,555             1,436              2,704             3,339
                                          ------------------  ---------------- ------------------  ----------------

    Gross Profits                                    (1,442)            1,546             (1,826)            1,429
                                          ------------------  ---------------- ------------------  ----------------

Expenses
General and Administrative                            1,289               108              1,442               180
Accounting                                            9,648             5,821             12,551             5,821
Advertising                                               -                 -                770                 -
Consulting Fee                                            -            20,000                  -            20,000
Outside Services                                         45             7,617              2,898             8,142
                                          ------------------  ---------------- ------------------  ----------------

    Operating Income (Loss)                         (12,424)          (32,000)           (19,487)          (32,714)
                                          ------------------  ---------------- ------------------  ----------------

Other Income (Expense)
Interest, Net                                          (831)              (76)            (1,448)             (126)
                                          ------------------  ---------------- ------------------  ----------------

    Net Loss Before Taxes                           (13,255)          (32,076)           (20,935)          (32,840)
                                          ------------------  ---------------- ------------------  ----------------

Income and Franchise Tax                               (557)                -               (455)               83
                                          ------------------  ---------------- ------------------  ----------------

    Net Income (Loss)                               (13,812)          (32,076)           (21,390)          (32,757)
                                          ==================  ================ ==================  ================

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

Weighted Average Shares
Outstanding                                     100,770,140        94,616,294        100,700,140        87,731,466
                                          ==================  ================ ==================  ================
</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,
                                                               --------------------------------------
                                                                    2006                  2005
                                                               ----------------      ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                  <C>                   <C>
Net Loss for the Period                                              $ (21,390)            $ (32,757)
Adjustments to reconcile net loss to net cash
  provided by operating activities:
     Depreciation and Amortization                                         780                   780
     Common Stock Issued for Services                                        -                20,000
Changes in Operating Assets and Liabilities
     Decrease (Increase) in Accounts Receivable                          2,446                  (759)
     Increase (Decrease) in Accounts Payable                                27                10,244
     Increase (Decrease) in Accrued Interest                             1,448                   126
                                                               ----------------      ----------------
Net Cash Used in Operating Activities                                  (16,689)               (2,366)
                                                               ----------------      ----------------

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

CASH FLOWS FROM FINANCING ACTIVITIES:
     Notes Payable                                                      13,100                 2,000
     Capital Contributed                                                     -                     -
                                                               ----------------      ----------------
Net Cash Provided by Financing Activities                               13,100                 2,000
                                                               ----------------      ----------------

Net (Decrease) Increase in Cash                                         (3,589)                 (366)
Cash at Beginning of Period                                              3,960                   368
                                                               ----------------      ----------------
Cash at End of Period                                                    $ 371                   $ 2
                                                               ================      ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
-------------------------------------------------
Cash paid during the year for:
  Interest                                                                 $ -                   $ -
  Franchise and Income Taxes                                             $ 455                   $ -


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,  2006 and for the
three and nine 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  $162,020 for the period from August 19, 1983  (inception) to June
30, 2006, 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 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 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 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.

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, 2005 and 2006.

Reclassifications

         Certain   reclassifications  have  been  made  in  the  2005  financial
statements to conform with the 2006 presentation.

Revenue Recognition

         Revenue is recognized as services are performed.

Income Taxes

         The Company  accounts  for income  taxes under the  provisions  of SFAS
No.109,  "Accounting  for Income  Taxes." SFAS No.109  requires  recognition  of
deferred  income tax assets and  liabilities  for the expected future income tax
consequences,  based on enacted tax laws, of temporary  differences  between the
financial reporting and tax bases of assets and liabilities.

                                      F-6


<PAGE>




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

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

Depreciation

         Fixed assets are stated at cost. Deprecation expense for the six months
ended June 30, 2006 and 2005 was $780 and $780.  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.

Recent Accounting Standards

         In January  2003,  the FASB  issued  Interpretation  No. 46 ("FIN 46"),
CONSOLIDATION OF VARIABLE INTEREST  ENTITIES,  which addresses the consolidation
of  business  enterprises  (variable  interest  entities),  to which  the  usual
condition of consolidation,  a controlling  financial interest,  does not apply.
FIN 46 requires an entity to assess its business  relationships  to determine if
they are variable interest  entities.  As defined in FIN 46, variable  interests
are  contractual,  ownership  or other  interests  in an entity that change with
changes in the  entity's net asset  value.  Variable  interests in an entity may
arise from financial instruments, service contracts, guarantees, leases or other
arrangements  with the variable  interest  entity.  An entity that will absorb a
majority of the variable  interest entity's expected losses or expected residual
returns,  as defined in FIN 46, is  considered  the primary  beneficiary  of the
variable  interest  entity.  The primary  beneficiary  must include the variable
interest  entity's  assets,   liabilities  and  results  of  operations  in  its
consolidated  financial  statements.  FIN 46 is  immediately  effective  for all
variable interest entities created after January 31, 2003. For variable interest
entities  created prior to this date, the  provisions of FIN 46 were  originally
required  to be  applied  no later than our first  quarter  of Fiscal  2004.  On
October 8, 2003, the FASB issued FASB Staff  Position (FSP) FIN 46-6,  EFFECTIVE
DATE OF FASB INTERPRETATION NO. 46, CONSOLIDATION OF VARIABLE INTEREST ENTITIES.
The FSP  provides a limited  deferral  (until  the end of our second  quarter of
2004) of the effective date of FIN 46 for certain

                                      F-7


<PAGE>



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

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

Recent Accounting Standards (Continued)

interests  of a public  entity in a  variable  interest  entity  or a  potential
variable  interest  entity.  We will continue to evaluate FIN 46, but due to the
complex  nature of the analysis  required by FIN 46, we have not  determined the
impact on our consolidated results of operations or financial position.

         In April 2003, the Financial  Accounting  Standards Board (FASB) issued
SFAS No. 149,  Amendment of Statement 133 on Derivative  Instruments and Hedging
Activities.  The  statement  amends and clarifies  accounting  and reporting for
derivative  instruments,  including certain derivative  instruments  embedded in
other contracts,  and hedging activities.  This statement is designed to improve
financial  reporting  such that contracts with  comparable  characteristics  are
accounted  for  similarly.  The  statement,  which is  generally  effective  for
contracts  entered into or modified  after June 30, 2003, is not  anticipated to
have a significant effect on our financial position or results of operations.

         In May 2003,  the FASB  issued  SFAS No.  150,  Accounting  for Certain
Financial  instruments with Characteristics of Both Liabilities and Equity. This
statement  establishes  standards  for how an  issuer  classifies  and  measures
certain  financial  instruments  with  characteristics  of both  liabilities and
equity.  This statement is effective for financial  instruments  entered into or
modified after May 31, 2003, and is otherwise  effective at the beginning of the
first interim period beginning after June 15, 2003. The statement was considered
in regard to our Preferred Stock and convertible  notes,  and is not anticipated
to have a significant effect on our financial position or results of operations.

         In December 2003, the FASB issued FASB Interpretation No. 46 (Revised),
Consolidation of Variable Interest Entities. This interpretation clarifies rules
relating to  consolidation  where  entities are controlled by means other than a
majority voting interest and instances in which equity investors do not bear the
residual  economic  risks.  We currently have no ownership in variable  interest
entities,  therefore  adoption  of  this  standard  currently  has no  financial
reporting implications.

         In November  2004, the FASB issued SFAS No. 151,  INVENTORY  COSTS - AN
AMENDMENT OF ARB NO. 43,  CHAPTER 4. This  Statement  amends the guidance in ARB
No. 43, Chapter 4,  "Inventory  Pricing," to clarify the accounting for abnormal
amounts of idle facility expense,  freight,  handling costs, and wasted material
(spoilage).  Paragraph 5 of ARB 43,  Chapter 4 previously  stated  that"...under
some  circumstances,  items such as idle facility expense,  excessive  spoilage,
double freight,  and rehandling costs maybe so abnormal as to require  treatment
as current  period  charges..."  This  Statement  requires  that those  items be
recognized as current-

                                      F-8


<PAGE>



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

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

Recent Accounting Standards (Continued)

period  charges  regardless of whether they meet the criterion of "so abnormal."
In  addition,  this  Statement  requires  that  allocation  of fixed  production
overheads  to the costs of  conversion  be based on the normal  capacity  of the
production facilities.  This statement is effective for inventory costs incurred
during fiscal years beginning  after June 15, 2005.  Management does not believe
the adoption of this  Statement will have any immediate  material  impact on the
Company.

         On December 16, 2004,  the FASB issued SFAS No. 123 ( R ),  SHARE-BASED
PAYMENT,  which is an  amendment  to SFAS No. 123,  ACCOUNTING  FOR  STOCK-BASED
COMPENSATION.   This  new  standard   eliminates  the  ability  to  account  for
share-based compensation  transactions using Accounting Principles Board ("APB")
Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and generally requires
such  transactions  to be accounted for using a fair-value  based method and the
resulting cost recognized in our financial statements.

         This new standard is effective for awards that are granted, modified or
settled in cash in interim and annual periods  beginning after June 15, 2005. In
addition,  this new standard will apply to unvested options granted prior to the
effective date. We will adopt this new standard  effective for the fourth fiscal
quarter of 2005, and have not yet determined what impact this standard will have
on our financial position or results of operations.

         In December  2004,  the FASB issued SFAS No. 152,  ACCOUNTING  FOR REAL
ESTATE TIME-SHARING TRANSACTIONS, which amends FASB statement No. 66, Accounting
for Sales of Real Estate,  to reference the financial  accounting  and reporting
guidance  for real estate  time-sharing  transactions  that is provided in AICPA
Statement  of Position  (SOP)  04-2,  Accounting  for Real  Estate  Time-Sharing
Transactions.  This statement also amends FASB Statement No. 67,  Accounting for
Costs and Initial Rental  Operations of Real Estate Projects,  to state that the
guidance  for (a)  incidental  operations  and (b) costs  incurred  to sell real
estate  projects does not apply to real estate  time-sharing  transactions.  The
accounting for those operations and costs is subject to the guidance in SOP04-2.
This Statement is effective for financial  statements for fiscal years beginning
after June 15, 2005.  Management  believes the adoption of this  Statement  will
have no impact on the financial statements of the Company.

         In December 2004, the FASB issued SFAS No. 153, EXCHANGE OF NONMONETARY
ASSETS.  This  Statement  addresses the  measurement of exchanges of nonmonetary
assets.  The  guidance  in  APB  Opinion  NO.  29,  Accounting  for  Nonmonetary
Transactions,  is based on the principle that  exchanges of  nonmonetary  assets
should be measured based on the fair value of the assets exchanged. The guidance
in that Opinion, however, included certain exceptions to that principle.

                                      F-9


<PAGE>



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

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

Recent Accounting Standards (Continued)

This  Statement  amends  Opinion 29 to eliminate the  exception for  nonmonetary
exchanges of similar  productive assets and replaces it with a general exception
for exchanges of nonmonetary  assets that do not have  commercial  substance.  A
nonmonetary  exchange has  commercial  substance if the future cash flows of the
entity are expected to change  significantly  as a result of the exchange.  This
Statement is effective for financial statements for fiscal years beginning after
June  15,  2005.  Earlier  applications  is  permitted  for  nonmonetary  assets
exchanges  incurred  during  fiscal  years  beginning  after  the  date  of this
statement is issued.  Management  believes the adoption of this  Statement  will
have not impact on the financial statements of the Company.

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

         As of June 30, 2006,  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 - RELATED PARTY PAYABLES

         On November 29, 2004, Mary  Passalaqua  loaned the Company $298 with an
imputed interest rate of 10 percent per annum. The note is payable in a lump sum
November 29, 2006.  The balance due on this note is $349 as of June 30, 2006 and
$332 as of December 31, 2005.

         On February 15, 2005, Mary Passalaqua  loaned the Company $2000 with an
imputed interest rate of 10 percent per annum. The note is payable in a lump sum
February 15, 2006. The balance due on this note is $2292 as of June 30, 2006 and
$2181 as of December 31, 2005.

         On July 27, 2005,  Mary  Passalaqua  loaned the Company $10,000 with an
imputed interest rate of 10 percent per annum. The note is payable in a lump sum
July 27,  2006.  The  balance on this note is  $10,965  as of June 30,  2006 and
$10,435 as of December 31, 2005.

                                      F-10


<PAGE>



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

NOTE 4 - RELATED PARTY PAYABLES (Continued)

         On December 8, 2005, Mary Passalaqua loaned the Company $10,000 with an
imputed interest rate of 10 percent per annum. The note is payable in a lump sum
December  8, 2006.  The  balance due on this note is $10,574 as of June 30, 2006
and $10,063 as of December 31, 2005.

         On February 15, 2006, Mary Passalaqua loaned the Company $3,000 with an
imputed interest rate of 10 percent per annum. The note is payable in a lump sum
February  15,  2008.  The balance due on this note is $ 3112 as of June 30, 2006
and $0 as of December 31, 2005.

         On March 22, 2006,  Mary  Passalaqua  loaned the Company $3,000 with an
imputed interest rate of 10 percent per annum. The note is payable in a lump sum
March 22,  2007.  The balance due on this note is $3,082 as of June 30, 2006 and
$0 as of December 31, 2005.

         On May 19,  2006,  Mary  Passalaqua  loaned the Company  $7,100 with an
imputed interest rate of 10 percent per annum. The note is payable in a lump sum
April 22,  2008.  The balance due on this note is $7,182 as of June 30, 2006 and
$0 as of December 31, 2005.

NOTE 5 - 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-11


<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
its 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, 2005. 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  described  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.  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


                                       3
<PAGE>

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.

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.

SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO SIX MONTHS ENDED JUNE 30, 2005

REVENUES

Our total revenue  decreased by $3,890 or approximately  82%, from $4,768 in the
six months ended June 30, 2005 to $878 in the six months ended June,  2006. 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.

Our coin call revenues  decreased by $2,867 or approximately 96%, from $3,002 in
the six  months  ended June 30,  2005 to $135 in the six  months  ended June 30,
2006.  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 $1,022 or  approximately  58% from $1,766 in the six months ended June
30,  2005 to $744 in the six months  ended June 30,  2006.  Our service & repair
revenues decreased when compared to the same period in 2005.

COSTS OF SALES

Our overall cost of sales  decreased  for the six months ending June 30, 2006 by
$635 or approximately  19% when compared to the six months ending June 30, 2005.
Our  telecommunication  costs  decreased  by $635 due to reducing our network of
payphones by 81%. 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. Depreciation expense remained
the same when compared to the same period in 2005.  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  decreased  by  $16,482 or  approximately  48% over the same
period in 2005.  Professional fees increased by $6,730 over 2005. These are fees
we pay to accountants and attorneys  throughout the year for performing  various
tasks.  Expenses for outside  services  decreased by $5,244 over 2005. These are
fees the Company pays to an outside  company to collect and maintain our network
of payphones.  Our office expenses increased and travel & entertainment expenses
increased,  together account for an increase of $1,262 when compared to the same
period  ending June 30, 2005.  Expenses for  advertising  increased by $770 over
2005.



                                       4
<PAGE>

GOING CONCERN QUALIFICATION

In their  Independent  Auditor's  Report for the fiscal year ending December 31,
2005,  Robison,  Hill & Co.  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  June  30,  2006 we have  notes  payable  to Mary
Passalaqua in the amount of $37,555.

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.

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

Based on his evaluation as of June 30, 2006,  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.


                                       5
<PAGE>


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 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 tradesecret,
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.

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.



                                       6
<PAGE>

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;

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.



                                       7
<PAGE>

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.

                           PART II OTHER INFORMATION.

ITEM 1. LEGAL PROCEEDINGS
 Not applicable.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
 Not applicable

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


                                   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:   August 16, 2006                  /s/ CARL E. WORBOYS
                                           -------------------
                                           Carl E. Worboys
                                           President
                                           (Principal Executive
                                             Officer)


 Dated:   August 16, 2006                 /s/ JOHN F. PASSALAQUA
                                          ----------------------
                                          John F. Passalaqua
                                          Secretary/Treasurer
                                          (Principal Financial
                                             Officer)


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