UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 2005
[ ] TRANSITION REPORT UNDER 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 Identification No.)
Incorporation or organization)
118 Chatham Road, Syracuse, NY 13203
(Address of Principal Executive Offices)
(315) 476-5769
(Issuer's telephone number)
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 practical date: October 28, 2005 100,770,140
Transitional Small Business Disclosure Format (check one). Yes ; No X
ITEM 1. FINANCIAL STATEMENTS
DOLCE VENTURES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, December 31,
2005 2004
--------------- --------------
Assets:
Cash and Cash Equivalents $ 69 $ 368
Accounts Receivable 3,345 2,316
--------------- --------------
Total Current Assets 3,414 2,684
Property and Equipment:
Payphone Equipment 12,600 12,600
Less Accumulated Depreciation (10,141) (8,971)
--------------- --------------
Net Property and Equipment 2,459 3,629
--------------- --------------
Total Assets $ 5,873 $ 6,313
=============== ==============
Liabilities:
Accounts Payable $ 4,129 $ 3,425
Note Payable - Shareholder 298 298
Note Payable 12,306 1,275
--------------- --------------
Total Liabilities 16,733 4,998
--------------- --------------
Stockholders' Equity:
Preferred Stock, Par value $0.001, Authorized
100,000,000 shares, Issued 0
at Sept. 30, 2005 and December 31, 2004 - -
Common Stock, Par value $0.001, Authorized
250,000,000 shares, Issued 100,770,140 at Sept.
30, 2005 and 80,770,140 at December 31, 2004 100,770 80,770
Paid-In Capital 13,628 13,628
Retained Deficit (125,258) (93,083)
--------------- --------------
Total Stockholders' Equity (10,860) 1,315
--------------- --------------
Total Liabilities and Stockholders' Equity $ 5,873 $ 6,313
=============== ==============
The accompanying notes are an integral part of these financial statements.
DOLCE VENTURES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
------------- -------------- -------------- --------------
2005 2004 2005 2004
------------- -------------- -------------- --------------
Revenues $ 2,740 $ 3,439 $ 7,509 $ 8,315
Costs of Operations 1,607 2,009 4,946 6,287
------------- -------------- -------------- --------------
Gross Profits 1,133 1,430 2,563 2,028
Expenses
General and Administrative (45) 1,933 34,050 7,965
------------- -------------- -------------- --------------
Operating Income (Loss) 1,178 (503) (31,487) (5,937)
Other Income (Expense)
Interest, Net (241) (57) (416) (192)
------------- -------------- -------------- --------------
Net Loss Before Taxes 937 (560) (31,903) (6,129)
------------- -------------- -------------- --------------
Income and Franchise Tax (355) - (272) (489)
------------- -------------- -------------- --------------
Net Income (Loss) 582 (560) (32,175) (6,618)
============= =============== ============== ==============
Loss per Share, Basic &
Diluted $ - $ - $ - $ -
============= =============== ============== ==============
Weighted Average Shares
Outstanding 92,200,140 80,770,140 92,200,140 80,770,140
============= =============== ============== ==============
The accompanying notes are an integral part of these financial statements.
DOLCE VENTURES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine Months Ended
September 30,
2005 2004
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss for the Period $ (32,175) $ (6,618)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and Amortization 1,170 1,814
Common Stock Issued for Services 20,000 -
Changes in Operating Assets and Liabilities - -
Decrease (Increase) in Accounts Receivable (1,029) (1,891)
Increase (Decrease) in Accounts Payable 704 (8,337)
Increase (Decrease) in Accrued Interest 31 73
-------------- --------------
Net Cash Used in Operating Activities (11,299) (14,959)
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Property and Equipment - -
-------------- --------------
Net cash provided by Investing Activities - -
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Notes Payable 11,000 -
Capital Contributed - 15,000
-------------- --------------
Net Cash Provided by Financing Activities 11,000 15,000
-------------- --------------
Net (Decrease) Increase in Cash (299) 41
Cash at Beginning of Period 368 314
Cash at End of Period $ 69 $ 355
-------------- --------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ 337 $ -
Franchise and Income Taxes $ 272 $ 489
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
Stock issued for Services $ 20,000 $ -
The accompanying notes are an integral part of these financial statements.
DOLCE VENTURES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
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 September 30, 2005 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
nine 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
September 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.
DOLCE VENTURES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
(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.
DOLCE VENTURES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
(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 September 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.
DOLCE VENTURES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
(Continued)
NOTE 1- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Depreciation
Fixed assets are stated at cost. Deprecation expense for the nine
months ended September 30, 2005 and 2004 was $1,170 and $1,814. 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 2 - COMMITMENTS
As of September 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 3 - NOTE PAYABLE - SHAREHOLDER
Shareholders of the Company have advanced the Company money in order to
pay general and administrative expenses. As of September 30, 2005 and December
31, 2004, the Company owed $298 and $298, respectively, relating to this note.
NOTE 4 - NOTE PAYABLE
On July 27, 2005, Dolce Ventures, Inc. entered into an agreement with
Mary Passalaqua in the amount of $10,000 with interest at the rate of 10 percent
per annum. The note is payable in a lump sum July 27, 2006. The balance due on
this note is $10,179 as of September 30, 2005 and $0 as of December 31, 2004
DOLCE VENTURES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
(Continued)
NOTE 4 - 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 $2,127 as of September 30, 2005 and $0 as of
December 31, 2004.
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 $0 and $1,275 as of September 30, 2005
and December 31, 2004.
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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
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, 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, Deprtment 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
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.
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.
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.
Payphone Sales, Repairs, and Pre-paid 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.
THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2004
Revenues
Our total revenue decreased by $699 or approximately 20.3%, from $3,439
in the three months ended September 30, 2004 to $2,740 in the three months ended
September 30, 2005. This decrease was primarily attributable to lower call
volumes on our payphones resulting from the growth in wireless communication. We
reduced our network of payphones by approximately 15% in 2004.
Our coin call revenues decreased by $214 or approximately 11.0%, from
$1,954 in the three months ended September 30, 2004 to $1,740 in the three
months ended September 30, 2005. The decrease in coin call revenue was primarily
attributable to increased competition from wireless communications. Our non-coin
call revenue, which is comprised primarily of dial-around revenue and operator
service revenue decreased $485 or approximately 33.0 % from $1,485 in the three
months ended September 30, 2004 to $1,000 in the three months ended September
30, 2005. Our service & repair revenues remained the same when compared to the
same period in 2004.
Costs of Operations
Our overall cost of operations decreased for the three months ending
September 30, 2005 by $402 or approximately 20.0% when compared to the three
months ending September 30, 2004. 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.
Operations and Administrative Expenses
Operating expenses decreased by $1,978 over the same period in 2004.
This decrease in operating expense is a direct result of management's ongoing
efforts to cut expenses and run the company as efficiently as possible.
Professional fees increased by $2,500 over 2004. These are fees we pay to
accountants and attorneys throughout the year for performing various tasks.
Expenses for outside services decreased by $4,144 over 2004. These are fees the
Company pays to an outside company to collect and maintain our network of
payphones. Our office, and travel & entertainment expenses, together account for
an increase of $9 when compared to the same period ending September 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.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flow
Our primary sources of liquidity have been cash from operations and
borrowing from various sources. As of September 30, 2005, we have a note payable
to Mary Passalaqua in the amount of $12,306.
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.
RISK 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 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:
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;
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.
Government Regulations
The Company is subject to all pertinent Federal, State, and
Local laws governing its business. The Company is subject to licensing and
regulation by a number of authorities in its Province (State) or municipality.
These may include health, safety, and fire regulations. The Company's operations
are also subject to Federal and State minimum wage laws governing such matters
as working conditions and overtime.
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 September 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
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit
Number Title of Document
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* Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.2* Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32.1* Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2* Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
*Filed herewith.
No reports on Form 8-K were filed during the prior quarter.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereto duly
authorized.
Dolce Ventures, Inc.
Date: November 11, 2005 By: /s/ Carl E. Worboys
---------------------------
Carl E. Worboys
President
(Principal Executive Officer)
Date: November 11, 2005 By: /s/ John F. Passalaqua
---------------------------
John F. Passalaqua
Treasurer and Secretary
(Principal Financial Officer)