UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON D.C.

                                  FORM 10-KSB/A

                               Amendment - No. 2


 |X| Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
            Act of 1934 For the Fiscal Year Ended: December 31, 2003

    |_| Transitional Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                          Commission File No. 000-29462

                                  DOMINIX, INC.
                          -----------------------------
             (Exact name of Registrant as specified in its charter)

          Delaware                                       13-4127624
     -------------------                             -------------------
 (State of other jurisdiction               (I.R.S. Employer Identification No,)
 of incorporation or organization)


                              95 Broadhollow Road,
                                    Suite 101
                            Melville, New York 11747
                    -----------------------------------------
                     Address of principal executive offices

       Registrant's telephone number, including area code: (631) 385-0007

                               40 Marquette Drive
                            Smithtown, New York 11787
                    -----------------------------------------
                 Address of previous principal executive offices

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

      Securities registered under Section 12(g) of the Exchange Act: Common
Stock, $.001 par value

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that  registrant  was required to filed such  reports),  and (2) has been
subject to such filing requirement for the past 90 days. |X| Yes |_| No

Check  if no  disclosure  of  delinquent  filers  in  response  to  Item  405 of
Regulation S-B is contained in this Form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  of  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form -KSB. |X|

State issuer's revenues for the year ended December 31, 2003 ........$6,878


<PAGE>


      As of March 30, 2004, the aggregate  value of issuers voting stock held by
non-affiliates was approximately $1,009,261 (computed by multiplying the average
of the bid and ask on that date by the number of shares of common  stock held by
persons other than  officers,  directors or by record  holders of 10% or more of
issuer's outstanding common stock. This characterization of officers,  directors
and 10% or more  beneficial  owners as affiliates is for purposes of computation
only and is not an admission for any purposes that such people are affiliates of
the registrant).

     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

      Check whether the issuer has 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 |X| No

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

      State the number of shares  outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.

      As of March 30, 2004,  there were  197,140,105  shares of the registrant's
common stock, $.001 par value, issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

INTRODUCTORY COMMENT

      Throughout  this Annual Report on Form 10-KSB the terms "we," "us," "our,"
"Dominix" and "our company" refer to Dominix, Inc., a Delaware corporation, and,
unless the context  indicates  otherwise,  includes our wholly owned  subsidiary
Jade Entertainment Group, Inc.

FORWARD LOOKING STATEMENTS

This Form 10-KSB  contains  forward  looking  statements,  within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934,  regarding future events and the future performance of the
Company  involve risks and  uncertainties  which may cause our actual results in
future periods to be materially different from any future performance  suggested
herein.  We believe that its business  strategy  that  includes  focus on future
acquisitions is not unique.  There can be no assurance that our strategy will be
successful. There can be no assurance that sufficient capital can be obtained to
market  ourselves and increase our market share and our  performance  and actual
results  could differ  materially  from those  projected in the forward  looking
statements contained herein.


<PAGE>


                                EXPLANATORY NOTE

This Amendment No. 1 on Form 10-KSB/A amends the Company's Annual Report on Form
10-KSB for the fiscal year ended  December  31, 2003  originally  filed with the
Securities and Exchange  Commission on April 8, 2004. The Company is filing this
Form 10-KSB/A in response to comments  received by the  Securities  and Exchange
Commission on April 27, 2004.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

Background

Dominix, Inc., a Delaware corporation,  completed its re-incorporation in August
2000.  Prior  to July  2000,  we were a  Colorado  corporation  and our name was
Medical Management  Systems,  Inc.  ("MMGS").  In June 2000 we completed a stock
exchange,  where we  acquired  over 99% of the  stock of  Bookdigital.com,  Inc.
Bookdigital.com  operated several web sites that made books, primarily reference
books,  e-education,  legal materials,  and educational  materials available for
free and to paid subscribers. In 2001, due to lack of business,  Bookdigital.com
ceased operations.

 In January  2001,  we acquired  International  Controllers,  Inc.  ("ICON"),  a
privately held Delaware  corporation in a stock  exchange  transaction  with its
principal.  ICON is a  telecommunication  technology and marketing  company that
builds  telecommunication  portals  focusing  on ethnic  communities,  which the
company calls  eClubs(TM).  In July 2001, ICON expanded its business by entering
the  out-sourced  call center  business with a marketing and network  management
agreement  with a leading  call center in the  Philippines.  In April 2002,  the
stock  of  the  ICON  subsidiary,  including  all of its  operating  assets  and
liabilities  was foreclosed by a related party note holder as full  satisfaction
of promissory notes and related accrued interest due such related party by ICON.
As a result, the Company had no operating business.

On April 8, 2003,  Dominix  entered  into a Letter of Intent with Dalian  Xindie
Chitin Co. (the "Dalian LOI") a Republic of China company  ("Dalian") engaged in
the business of developing and  manufacturing  products derived from the natural
resource  Chitin,  for a variety  of  industries.  The terms of the  transaction
involved the issuance of over a majority of the issued and outstanding shares of
common  stock  of  Dominix.  Conditions  precedent  to  the  completion  of  the
transaction  included  completion  of Dominix's  financial and  operational  due
diligence and execution of definitive  agreements.  On May 31, 2003,  the Dalian
LOI expired without the Company and Dalian completing the proposed acquisition.

In July 2003, the Company  determined  that it should change its strategic focus
and become a service  provider in the online marketing and distribution of adult
oriented entertainment content.

On July 22, 2003, we entered into a letter of intent with Jade and Blu-TV, Inc.,
a New York  corporation  ("Blu")  involved in the  distribution of adult content
through  cable and pay per view  channels.  On September 10, 2003, we received a
letter  from  Blu  terminating  the  letter  of  intent  with  respect  to their
participation.

On September 22, 2003,  we executed an amended  letter of intent with Jade which
was  subsequently  further  amended on September  26, 2003 (the  "Amended  LOI")
relating  to the  proposed  acquisition  by the  Company  of  Jade,  a New  York
corporation and of MarketShare Recovery, Inc. ("MarketShare New York"), a New


<PAGE>


York  corporation  (collectively,  the  "Transactions").  The amended  letter of
intent  provided  for the  Company to issue to  MarketShare  Recovery,  Inc.,  a
Delaware  corporation  ("MarketShare  Delaware"),  the parent of MarketShare New
York,  and to the  stockholders  of Jade a newly  created  Series B  Convertible
Preferred  Stock  convertible  into  greater  than a majority  of the issued and
outstanding shares of common stock of the Company.

As a condition to the merger with Jade,  Dominix  agreed to provide  funding for
Jade in a minimum  amount of $500,000.  In furtherance  of this  condition,  Mr.
Edward W. Gordon, an unaffiliated accredited investor, loaned Dominix $50,000 on
October 1, 2003.  These monies were advanced to Jade for working capital as part
of the $500,000 commitment.  On December 1, 2003 we completed a private offering
of our 7%  convertible  notes in the  principal  amount of $525,000.  Mr. Gordon
agreed to convert his loan into the 7% convertible  note thereby  increasing the
principal  amount of these  notes to  $575,000.  We  received  net  proceeds  of
$522,500.  The offering was made to the  following six  unaffiliated  accredited
investors (including Mr. Gordon):

         Capital Growth Equity Fund I, LLC           $100,000
         Nicholas Romano                             $100,000
         Lawrence Wiener                             $200,000
         Andrew Sirlin                               $ 25,000
         Edward W. Gordon                            $ 50,000
         Fenway Advisory Group Pension
            & Profit Sharing Plan                    $100,000
                                                      -------
                  Total                              $575,000

The principal and accrued  interest of the notes are  convertible  into units of
our  securities.  For each $1.00  converted,  the investor  will receive one (1)
share of  post-reverse  split common stock and one-half of a warrant to purchase
our common stock for a two year period at an exercise  price of $1.75 per share.
Accordingly,  the aggregate  principal amount of the notes converts into a total
of 575,000 shares of post-reverse split common stock and 287,500 warrants.

We used the net proceeds of the private  offering of $522,500 to pay outstanding
indebtedness  of Dominix of  approximately  $20,000  and the balance was used to
fund the operations of Jade.

PLACEMENT AGENT

Adelphia Capital LLC acted as placement agent for the private offering. Adelphia
received a gross commission of $52,500 for placing the notes, a portion of which
was paid to a sub-placement agent CGF Securities,  LLC. Additionally,  we issued
CGF Securities LLC as a selling agent commission 10,000 warrants to purchase our
post-split common stock at an exercise price of $1.00 per share, exercisable for
five years and 5,000 warrants to purchase our  post-split  common stock at $1.75
per share, exercisable for three years.

On  December  5,  2003 we  acquired  100% of Jade by way of merger  through  the
Company's newly formed wholly owned subsidiary Jade Acquisition  Corp.  Pursuant
to the merger, the stockholders of Jade received 85,000,000 shares of our common
stock and  82,167  shares  of our  Series B  preferred  stock  convertible  into
781,140,000  shares of our common  stock.  After the  issuance  of common  stock
pursuant to various  pending  conversions/issuances  including (i) settlement of
notes plus accrued interest into 64,000,000  (320,000  post-split) shares of our
common  stock;  (ii)  conversion of accounts  payable and accrued  interest into
2,000,000 (10,000 post-split) shares of our common stock, (iii) conversion of


<PAGE>


Series A preferred stock into 687,999,800  (3,439,999  post-split) shares of our
common  stock,  and  (iv)  the  conversion  of  Series B  preferred  stock  into
781,140,000  (3,905,700  post-split shares of our common stock, the stockholders
of Jade will own  approximately  50% of our  common  stock.  Effective  with the
closing of the Jade  Merger on  December  5, 2003,  Raymond  Barton and  Timothy
Schmidt who were the  management of Jade,  were  appointed by the Company's sole
director,  Mr. Andrew  Schenker,  as the Company's Chief  Executive  Officer and
President,  respectively and Mr. Schenker  resigned as President of the Company.
Ten days after the mailing of the Company's amended information statement to the
shareholders of the Company as set forth below, the Company's sole director, Mr.
Andrew J.  Schenker,  will nominate and elect Messrs.  Barton and Schmidt to the
Company's  Board of Directors and he will resign his position as director of the
Company.  Mr. Schenker  previously was the President of the Company prior to the
appointment of Messrs.  Schmidt and Barton as the President and Chief  Executive
Officer, respectively of the Company effective upon the consummation of the Jade
Merger.  There are no other  understandings or arrangements between Mr. Schenker
and the new management team of the Company.

On March 30, 2004 we terminated the proposed acquisition of the capital stock of
MarketShare  New  York.  Simultaneously  we  entered  into  a  database  license
agreement with MarketShare New York. The result of this agreement  enables us to
receive the benefit from utilizing  MarketShare New York's proprietary  database
which  was  one of  the  primary  considerations  in the  MarketShare  New  York
transaction, without having to acquire MarketShare New York.

INFORMATION ABOUT JADE

Jade  Entertainment  Group, Inc. was incorporated on July 5, 2001 under the laws
of the State of New York and is a development  stage  business.  It's  principal
executive  office is located at 95 Broadhollow  Road, Suite 101,  Melville,  New
York 11747.  It's telephone  number is (631) 385-0007.  Jade since inception has
been developing its technology,  marketing its website to potential  advertisers
and building consumer awareness of Jade's website and services.

Jade operates  AskJade.com a specialty search engine for the adult entertainment
industry.  Its search engine allows  Internet  users to enter a word,  phrase or
plain English query describing what they want to locate on the Internet.  Jade's
search  engine  then  displays a selection  of web sites  related to that query.
Advertisers can determine  exactly where on the results page their web site link
will appear for any given query.

Jade's  plan of  operations  for the next  twelve  months is to become a leading
internet  portal  for adult  oriented  content  and to benefit  from  additional
advertising and sponsorship  opportunities  and expanded  e-commerce  offerings.
Jade seeks to recruit  advertisers  to utilize its  services  primarily  through
direct sales efforts. Jade targets adult entertainment e-commerce businesses and
advertisers who it locates through online and off-line research. An introduction
to its service is made directly to the potential  advertiser,  utilizing e-mail.
Jade recognizes its website revenue based on the affiliate/referral  program. An
affiliate/referral  program is revenue sharing  agreements,  which are set up by
companies  selling products and services.  As a website and search engine owner,
Jade places third-party companies'  advertisement banners on its website. When a
consumer clicks on an affiliate  company's banner or hyperlink located on Jade's
website,  they are sent to that affiliate  company's website.  When the customer
pays via credit card they have the ability to purchase  products  and  services.
Only when  products  are  purchased  or services are provided is when revenue is
recognized.  The revenue is then transmitted to a third party processing  center
who in turn distributes the payment in accordance with the agreement between


<PAGE>


Jade and its  affiliate.  The percentage of the purchase price we receive varies
from customer to customer and ranges from 5% to 10% of the purchase price of the
goods or services sold.  Our services are designed to connect  consumers who are
most likely to purchase  specific goods and services to businesses  that provide
those goods and services.

Search is a large and growing  market.  In the United States alone,  hundreds of
millions of searches  each day are  conducted on the  Internet.  Jade believes a
substantial  portion of these  searches  are  commercial  in nature.  Commercial
search queries, we believe,  are best served by paid search, which Jade defines,
generally,  as targeted  advertising paid per lead. It believes that paid search
is  one of  the  fastest  growing  segment  of  Internet  search.  In its  view,
improvements in the quality, relevance,  breadth and depth of paid listings will
likely drive growth of paid introductions on commercial inquiries.

In  addition,  Jade also  believes  that the price  per paid  introduction  that
advertisers  pay will  continue  to grow.  Relative to  alternatives,  a lead on
AskJade.com at an average price of $.03 is less expensive, yet more targeted and
measurable than other direct sales methods.

Jade  believes  that  paid  search  is a  relatively  untapped  market  for many
advertisers. Pay-For-Performance search has only been introduced recently and we
believe that there are many large  advertisers  that still have not  contributed
portions of their marketing budget to Internet advertising and more specifically
paid  search,  but will as the  Internet  becomes a more  acceptable  medium for
advertising goods and services.

Jade also believes that its business will continue to experience  growth outside
of the United States as Internet  usage and e-commerce  development  continue to
grow in other countries.

Jade's objective is to expand advertiser participation and increase business and
consumer  transactions through our AskJade.com search engine. Jade believes that
if it builds a solid  foundation of active bidders and users,  it will stimulate
growth which should  increase the efficiency of its service.  A large and active
base of advertisers  will enable it to generate more relevant search results for
consumers,  which in turn should increase the number of consumers  utilizing its
services.

Jade seeks to attract  advertisers  who want to drive highly  targeted  leads to
their Web sites. Advertisers utilize Jades self-service tools to open and manage
accounts  online through our automated  Web-based  account  management tool that
offers several tracking,  bid management and measurement features. By automating
the  sales  and  maintenance  of many of its  advertiser  accounts,  Jade  gives
businesses  greater control over the advertising  process,  while leveraging the
scalable  nature  of  its  business.   Potential  advertisers  find  AskJade.com
directly,  through  third-party  referral  programs,  through  our direct  sales
efforts and through a variety of direct marketing activities.

Jade makes its services  available to consumers and  businesses,  affiliates and
advertisers  through  a  combination  of  its  own  proprietary  technology  and
commercially available technology from industry providers. Jade also relies upon
third  parties to provide  hosting  services,  including  hardware  support  and
service and network coordination.

Any disruption in Internet  access or other  services  provided by third parties
could  have a  material  adverse  effect on our  business.  Jade is  undertaking
initiatives to develop and implement business continuity, improve data


<PAGE>


retention,  create  backup and recovery  processes  and systems and  standardize
technology platforms.

Jade  seeks to protect  its  copyrights,  service  marks,  trademarks  and trade
secrets through a combination of laws and contractual restrictions. For example,
we attempt to register our trademarks and service marks in the United States and
other countries  throughout the world.  However,  effective  trademark,  service
mark,  copyright  and trade  secret  protection  may not be  available  in every
country in which our services are made available online.

DISTRIBUTION

Jade  employs a broad  based  affiliate  program  which  drives  traffic  to the
AskJade.com  site and also functions as an online branding  program,  by placing
the  AskJade.com  logo on numerous  sites around the web. Any website  owner can
become an affiliate simply by placing a uniquely  generated  computer  generated
tag on their  website which  forwards the user to the  AskJade.com  website.  We
currently  have 50  affiliates  in our  affiliate  program  that have  signed up
through our website.  These  affiliates  generate revenue either on a per search
basis or through revenue sharing on paid click-throughs.  Furthermore Jade plans
to establish other  affiliate  programs to link our advertisers to consumers who
may not otherwise use the  AskJade.com  search  engine.  We also plan to develop
affiliate relationships with other heavily trafficked sites, browsers, community
portals and Internet service providers. Central to our Internet- based marketing
is an  additional  affiliate  program  that allows  other web sites to place the
AskJade.com  search  interface  on their web pages in the form of small boxes or
banners.

Jade plans to utilize  traditional media strategies to generate unique users for
the AskJade.com search engine. To build brand awareness with consumers and drive
traffic to the AskJade.com web site, we use off-line media including:

      o     public relations;
      o     telemarketing;
      o     radio; and
      o     outdoor advertising in key markets.

Jade has also recently acquired an adult foreign film library with fifty titles.
In February 2004, Jade entered into a distribution  agreement with a third party
distributor  to sell this content in a DVD format through both the wholesale and
retail channels and expects to commence  shipping its first title from such film
library in April 2004.  Jade believes the expansion of its business into content
ownership of  specialized  adult film  content  offers a  complementary  revenue
stream for its on-line adult search engine business.

COMPETITION

Jade faces competition in three principal areas:

      o     distribution of its services;
      o     demand for its services on its affiliates Web sites; and
      o     usage of its services by advertisers.


<PAGE>


It competes with  companies  that provide both  mainstream  and specialty  adult
oriented  affiliate/referral  advertising  services  that are similar to that of
Jade.  In addition,  we cannot assure you that another  search  service will not
successfully  offer a competitive  affiliate/referral  advertising  service.  We
believe  it  is  likely   that  there  will  be   additional   entrants  to  the
affiliate/referral  search market.  These  competitors will compete against Jade
for  affiliate  arrangements.  This  competition  could cause Jade to enter into
affiliate  agreements  with less favorable terms or lose affiliates or potential
affiliates.  This could  reduce our number of paid  introductions,  increase the
amount of revenue shared with affiliates,  and reduce total revenues and thereby
have a material adverse effect on our business,  operating results and financial
condition.

Our affiliates face competition for user traffic within the search  marketplace,
which affects the number of paid  introductions on our service.  If the users of
these affiliates prefer the services offered by the affiliates  competitors with
whom we do not have a relationship, the businesses of our affiliates may suffer.
This may in turn  have a  material  adverse  effect on our  business,  operating
results and financial  condition.  In addition,  many of our affiliates  compete
with one other,  and this may make it difficult for us to develop some affiliate
relationships.

We also compete with providers of pay-per-click search services and other search
services,  Internet service providers,  other Web sites and advertising networks
such as DoubleClick,  Inc. and 24/7 Media, Inc., as well as traditional  offline
media such as television,  radio and print and direct marketing companies, for a
share of  advertisers  total  advertising  budgets.  Accordingly,  Jade may face
increased pricing pressure for the sale of  advertisements  and direct marketing
opportunities.  We may  also  face a  decrease  in  demand  for the  Askjade.com
service.  This could have a material  adverse effect on our business,  operating
results and financial condition.

Many of our  competitors,  as well as potential  entrants into our market,  have
longer  operating  histories,  larger  customer  or user  bases,  greater  brand
recognition  and greater  financial,  marketing and other  resources than we do.
Many  current  and  potential   competitors  can  devote  substantially  greater
resources  to  promotion,  Web  site and  systems  development  than we can.  In
addition,  as the use of the  Internet  and  other  online  services  increases,
larger,  well-established  and  well-financed  entities may continue to acquire,
invest in or form joint ventures with providers of Web  directories,  search and
information  services  or  advertising  solutions.  Existing  providers  of  Web
directories,  search and  information  services  or  advertising  solutions  may
continue to consolidate.

ANTICIPATED ACCOUNTING TREATMENT

This  transaction  has been  accounted  for as a  reverse  merger  with Jade the
acquirer of Dominix.  The reverse merger was accounted for as a recapitalization
and the  stockholder's  equity was  retroactively  restated to the  inception of
Jade, July 5, 2001.

GOVERNMENT REGULATION AND INDUSTRY STANDARDS

There are an increasing  number of laws and regulations in the United States and
abroad pertaining to communications and commerce on the Internet. In addition, a
number of  legislative  and  regulatory  proposals  are under  consideration  by
federal,  state,  local and  foreign  governments.  Laws or  regulations  may be
adopted  with  respect to the Internet  relating to  liability  for  information
retrieved from or transmitted over the Internet, user privacy,  taxation and the
quality of products and services.  Moreover,  the application to the Internet of
existing  laws  governing  issues such as  intellectual  property  ownership and
infringement, pornography, obscenity, libel, gaming, employment and personal


<PAGE>


privacy is uncertain and developing.  Any such legislation or regulation, or the
application or  interpretation  of existing laws, may decrease the growth in the
use of the  Internet  in  general,  prevent us from  delivering  our  content in
different  parts of the world and increase  Jade's costs of selling  products or
otherwise operating our business.

Several  federal,  state and  foreign  statutes  prohibit  the  transmission  of
indecent,  pornographic,  obscene or  offensive  content  over the  Internet  to
particular  groups or  persons.  The  extent to which  these laws apply to us is
limited  due to the fact  that we do not own or  display  photographic/pictorial
content,  other than advertising banners that appear on our site, though we have
acquired a foreign adult film  library.  We will use  discretion in  determining
what  graphical  advertisements  will be allowed on our website and what type of
adult film content we will acquire in order to avoid legal scrutiny. Furthermore
we have taken  measures,  principally the consent  form/disclaimer  at the entry
page to  Jade's  website  to  discourage  and put  users on  notice of the adult
oriented  content of Jade's  website in an effort to re-direct  users who may be
sensitive to certain sexual  depictions  which may be viewed on our website.  In
addition  some private  legal  actions have been brought or  threatened  against
libraries and various public  facilities that offer unfiltered  Internet access.
If these statutes are deemed to apply to us and our  activities,  if new laws or
regulations  are adopted  which are found to apply to Jade's  activities,  or if
caselaw establishes broad limitations on distribution,  we may be limited in the
types of content and  advertisements we make available on our Web sites. In such
case we would be  compelled  to  moderate  the  nature  of the  contents  of the
advertising we permit on the site, which may result in a decrease in traffic; if
users decide that we are no longer able to serve their personal preferences with
respect to the sexual  nature of the  content and the  facility  with which they
will be able to locate those  websites  which makes that content  available.  In
addition, some foreign countries, such as Singapore and China, entirely restrict
access to our Web sites throughout their countries. If other countries decide to
adopt  similar  policies,  our  business  and  financial  results may be harmed.
Furthermore, legislation regulating online content could limit the growth in use
of the Internet  generally  and decrease  the  acceptance  of the Internet as an
advertising and e-commerce medium.

Web sites typically place identifying  data, or cookies,  on a user's hard drive
without the user's  knowledge  or consent.  Our company and many other  Internet
companies  use  cookies  for a  variety  of  different  reasons,  including  the
collection of data derived from the user's Internet  activity.  Any reduction or
limitation in the use of cookies could limit the  effectiveness of our sales and
marketing efforts.  Most currently  available Web browsers allow users to remove
cookies at any time or to prevent cookies from being stored on their hard drive.
Some  privacy  advocates  and  governmental  bodies have  suggested  limiting or
eliminating  the use of  cookies.  In  addition,  the  European  Union  and many
countries  within the EU have adopted  privacy  directives or laws that strictly
regulate the collection and use of information  regarding Internet users that is
identifiable to particular individuals. Privacy legislation has been proposed in
the U.S. as well, and the U.S. Federal Trade Commission has taken action against
Web site  operators  that do not comply with state privacy  policies.  These and
other  governmental  efforts  may limit our  ability  to target  advertising  or
collect and use information  regarding the use of our Web sites.  Fears relating
to a lack of privacy could also result in a reduction in the number of our users
and subscribers which could harm our business and financial results.

EMPLOYEES

We employed  three  people as of December 31, 2003.  None of our  employees  are
represented by a union and we believe our  relationships  with our employees are
good.


<PAGE>


ITEM 2. DESCRIPTION OF PROPERTY

Effective  December 5, 2003, the Company relocated its offices to 95 Broadhollow
Road, Suite 101, Melville,  New York, 11747 Telephone Number (631) 385-0007. The
Company  occupies space within the office of MarketShare  New York. On March 30,
2004 Jade and MarketShare  Delaware  entered into a memorandum of  understanding
whereby  Jade agreed to reimburse  MarketShare  Delaware for 50% of all rent due
the landlord for all periods  after  January 1, 2004.  The parties  agree to use
their best  efforts to have the lease  assigned  to Jade.  The lease  expires on
March 31, 2008 and the monthly rent is now $2,450,  subject to annual  increases
of approximately 5% per year. The space is approximately  1,100 square feet. The
space is currently sufficient for our needs.

Prior to December 5, 2003, the Company's office was located within the office of
its sole Director Andrew J. Schenker at 40 Marquette Drive, Smithtown, New York.
The  Company  was  not a  signatory  of  any  lease  on  this  space  and  was a
month-to-month tenant and did not pay rent on this space.

ITEM 3. LEGAL PROCEEDINGS

In November  2001,  the Company  entered  into a settlement  agreement  with the
former CEO and Chairman Mr. Ray Vahab,  former  President and Director Ms. Zhara
Yamani as well as other  affiliates of Mr.  Vahab.  The  settlement  involved Mr
Vahab,  Ms.  Yamani and  affiliates  transferring  some their  shares to various
individuals and organizations who were affiliated with ICON  (collectively,  the
"Vahab Parties"). The settlement also involved a payment plan for a total amount
of  $360,000,  wherein  certain  shares  aggregating  20,000,000  shares  of the
Company's  common  stock held by Mr.  Vahab and Ms.  Yamani were  deposited in a
third  party  escrow  account  on behalf of  Jonathan  Daniels &  Company,  Inc.
("JDCI"),  which were to be used as the collateral for the payment plan. As part
of the  settlement,  mutual general  releases were entered into by Mr. Vahab, Ms
Yamani and affiliates  with the Company,  ICON and its  affiliates.  The Company
subsequently  was unable to make the  required  payments  to the Vahab  Parties.
Thereafter,  Mr.  Vahab  and  JDCI  and the  Company  entered  into  an  amended
Settlement  Agreement dated as of November 19, 2003 (the  "Amendment  Settlement
Agreement"). Pursuant to the Amended Settlement Agreement, the JDCI returned the
20,000,000  shares of the  Company's  common stock held in escrow to the Company
for cancellation in exchange for the issuance of 2,000,000  restricted shares of
the Company's common stock to Andrew Vahab and the payment of $50,000 by a third
party for the purchase of 18,000,000  shares  deposited with JDCI. In connection
therewith,  general  releases  were  entered into by Mr. Vahab and JDCI with the
Company, its officers, directors and shareholders.

In July 2002 Robert  Fierman,  Esq.,  an  attorney  that worked on the Ray Vahab
matter on behalf of the Company,  served a Summons and Verified Complaint naming
it as one of the defendants, and seeking the payment of legal fees in the amount
of  $22,230.52,  plus  interest.  The Company failed to answer the Complaint and
defaulted.  Subsequently,  in September  2003,  the Company and Mr. Fierman have
reached an agreement to settle the matter.  In full  settlement of all claims of
Mr. Fierman against the Company,  the Company will issue 10,000 shares of common
stock (the "Settlement Shares"), such Settlement Shares to contain a restrictive
legend and to be issued  following the Reverse Split. Mr. Fierman has provided a
general  conditional  release  to  the  Company,  its  officers,  directors  and
shareholders with such general release  conditioned upon delivery by the Company
of the Settlement Shares to Mr. Fierman.


<PAGE>


In  addition,  in September  2003,  the Company  entered  into three  settlement
agreements  with five  investors  who  invested an  aggregate of $112,000 in the
Company in exchange for  convertible  debentures  and who alleged that they were
entitled to repayment of such  investment  and/or  equity from the Company.  The
Company agreed to issue an aggregate of 189,000  restricted shares of its common
stock to such investors following the Reverse Split and these investors provided
conditional  general  releases  to the  Company,  its  officers,  directors  and
shareholders  with such  releases  conditioned  upon the delivery of the 189,000
shares.

Bookdigital.com  was  involved  in  an  arbitration  proceeding  with  a  former
employee,  alleging  improper  termination  and  demanding  pay for the contract
before the  American  Arbitration  Association.  The  Arbitrator  ruled that the
employee was  improperly  terminated by a former  President and awarded that the
employee is entitled to the  continuation of his salary from June 23, 2000 up to
the end of his  contract  (March  31,  2003) to be paid in  accordance  with the
payroll   practices   of   Bookdigitial.com.   Such  amount   totals   $275,000.
Bookdigital.com argued that, because of the downturn of the Internet industry in
2000,  the division  where the employee was working was closed down in September
2000.  In  the  opinion  of the  Company's  counsel,  this  award  is no  longer
enforceable, because no proceeding to confirm the award was commenced in a court
of competent  jurisdiction  in the time period  required and as such there is no
longer any claim against Bookdigitial.com.

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

On November 25, 2003,  stockholders of the Company that owned 19,231,410  shares
of the Company's  Common Stock,  and holders of Series A Preferred  Stock of the
Company that owned 2,824,999  shares of Series A Preferred Stock and entitled to
vote  564,999,800  shares of the Common Stock which in  combination  constituted
approximately  sixty six percent  (66%) of the  outstanding  shares  entitled to
vote,  executed  written consents to approve an amendment and restatement of our
certificate of incorporation which:

      o     changes our corporate name to "110 Media Group, Inc.";

      o     reverse splits the outstanding shares of our common stock
            one-for-two hundred;

      o     changes the number of shares of common stock we are authorized to
            issue to 50,000,000; and

      o     increases the number of shares of preferred stock, no par value, we
            are authorized to issue from 5,000,000 to 10,000,000.

In  addition,  these  stockholders  approved  the  adoption  of our 2003  Equity
Incentive Plan.

The foregoing  matters will become  effective twenty (20) days after the mailing
of an  information  statement  tour  shareholders.  We have filed a  preliminary
information  statement  with the SEC and  have  received  comments  from the SEC
regarding that filing.  We are  endeavoring to respond to such comments and mail
the information statement to our shareholders as soon as practicable.


<PAGE>


                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S SECURITIES AND RELATED STOCKHOLDER MATTERS

Our common stock is listed on the  Over-the-Counter  Bulletin Board or OTCBB and
trades under the symbol DMNX. On March 30, 2004, the last reported sale price of
our common stock was $.009 per share.

The  following  table sets  forth,  on a per share  basis,  the high and low bid
information for our common stock as listed on the OTC Bulletin Board.

                                                     BID
                                            ---------------------
                      QUARTER ENDED         HIGH              LOW
                      -------------         ----              ---

                          2002
                          ----
                          3/31               .03             .007
                          6/30               .0150           .0001
                          9/30               .0150           .0001
                         12/31               .0150           .0001

                         2003
                         ----
                         3/31                .00             .00
                         6/30                .00             .00
                         9/30                .02             .00
                        12/31                .02             .01

The quotations reflect interdealer prices without retail markup,  markdown, or a
commission, and may not necessarily represent actual transactions.

As of March 30, 2004, there were  197,140,105  shares issued and outstanding and
we had 268 registered holders of our common shares.

DIVIDENDS

Dominix has not paid any dividends on its common stock since inception.  Dominix
does not  anticipate  declaration or payment of any dividends at any time in the
foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES:

On December 1, 2003 we completed a private offering of our 7% convertible  notes
in the  aggregate  principal  amount of  $575,000.  We received  net proceeds of
$522,500.  The principal and accrued  interest of the notes are convertible into
units of our  securities,  whereby for each $1.00  converted  the investor  will
receive one (1) share of  post-split  common  stock and one-half of a warrant to
purchase  our common stock for a two-year  period at an exercise  price of $1.75
per share.  The notes may be redeemed by us, in whole or in part,  on a pro-rata
basis,  upon not less than ten (10) days nor more than  twenty  (20) days notice
for  120%  of  the  principal   amount.  By  their  terms,  the  notes  were  to
automatically  convert into the above described units,  however, the issuance of
the units cannot occur until after we reverse split our common stock.


<PAGE>


The private  offering  was made to the  following  six  unaffiliated  accredited
investors. There were no other offers made to any other potential investors.

         Capital Growth Equity Fund I, LLC           $100,000
         Nicholas Romano                             $100,000
         Lawrence Wiener                             $200,000
         Andrew Sirlin                               $ 25,000
         Edward W. Gordon                            $ 50,000
         Fenway Advisory Group Pension
            & Profit Sharing Plan                    $100,000
                                                     --------
                  Total                              $575,000
                                                     ========

This  offering is claimed to be exempt under Rule 506 of  Regulation  D, Section
4(2) and Section 4(6) of the Securities Act of 1933.

On  December  5, 2003 we  acquired  Jade in a merger.  In  connection  with this
transaction, we issued an aggregate 85,000,000 shares of our common stock and an
aggregate of 82,167 shares of our Series B Convertible Preferred stock to the 49
shareholders of Jade. The issuance of these shares is claimed to be exempt under
Section 4(2) of the  Securities  Act of 1933 for  transactions  not  involving a
public offering.

2003 EQUITY INCENTIVE PLAN

We have an equity  incentive plan available to key employees and  consultants of
the Company.  Under the plan,  we may grant stock  options,  stock  appreciation
rights,  restricted  stock  performance  awards and bonus stock awards for up to
3,000,000 shares of our post-reverse-split common stock. The plan designates the
Board of Directors  the authority to make grants under the plan. On November 17,
2003,  the Board of Directors  awarded  500,000 shares of bonus stock for future
services to the following  individuals  effective  upon the reverse split of our
common stock:

         Steven A. Horowitz                 40,000
         Arnold P. Kling                    60,000
         Kirk M. Warshaw                    15,000
         Andrew J. Schenker                 50,000
         Mark Scharbo                       55,000
         John R. D'Angelo                   35,000
         Herbert Sommer                     25,000
         Joel Schneider                     25,000
         John Moran                         35,000
         Raymond Barton                     35,000
         Timothy Schmidt                    35,000
         Epifanio Almodovar                 35,000
         Ramona Lanner                      10,000
         Michael Krome                       5,000
         Alan Cohen                         20,000
         Adam Laufer                        20,000
                                            ------
                  TOTAL                    500,000


<PAGE>


INFORMATION CONCERNING THE PLAN AND OTHER COMPANY EQUITY COMPENSATION PLANS

The following table sets forth information concerning the number of post-reverse
split securities which may be issued under all of our equity  compensation plans
existing as of December 31, 2003:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                    Equity Compensation Plan Information
-------------------------------------------------------------------------------------------------------------
                                        (a) (b) (c)
---------------------------- -------------------------- ------------------------ ----------------------------
                                                                                    Number of securities
                                                                                   remaining available for
                              Number of securities to      Weighted-average         future issuance under
                              be issued upon exercise      exercise price of      equity compensation plans
                              of outstanding options,    outstanding options,       (excluding securities
Plan Category                   warrants and rights       warrants and rights     reflected in column (a))
---------------------------- -------------------------- ------------------------ ----------------------------
<S>                          <C>                        <C>                      <C>
Equity compensation plans
approved by shareholders                -0-                       N/A                     2,500,000
---------------------------- -------------------------- ------------------------ ----------------------------

---------------------------- -------------------------- ------------------------ ----------------------------
Equity compensation plans
not approved by
shareholders                            -0-                       N/A                        -0-
---------------------------- -------------------------- ------------------------ ----------------------------

---------------------------- -------------------------- ------------------------ ----------------------------

---------------------------- -------------------------- ------------------------ ----------------------------
TOTAL                                   -0-                       N/A                     2,500,000
---------------------------- -------------------------- ------------------------ ----------------------------
</TABLE>


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

On December  5, 2003,  the Company  acquired  Jade by way of merger  through the
Company's  newly formed  wholly-owned  subsidiary,  Jade  Acquisition  Corp., by
issuing 82,167 shares of its Series B Convertible Preferred Stock and 85,000,000
shares of its common stock to the stockholders of Jade.

Jade  Entertainment  Group, Inc. began operations in 2001 as a development stage
business.  Jade,  since  its  inception,  has been  developing  its  technology,
marketing its website to potential  advertisers and building consumer  awareness
of Jade's  website and  services.  Jade's  revenue to date has been from website
revenue through which Jade operates  Askjade.com,  a specialty search engine for
the adult  entertainment  industry.  Its search engine allows  internet users to
enter a word,  phrase or plain English query describing what they want to locate
on the internet.  As a website  owner Jade is paid a commission  and is rewarded
for sending customers to the companies website.

In December of 2003 Jade purchased  fifty  digitally  mastered tapes  containing
adult content.  Each tape contains  approximately two hours of raw footage which
Jade intends to convert  into a DVD format.  In April 2004 Jade plans to release
the first of fifty  movies on DVD format which will be sold to  distributors  at
the  wholesale  level as well as stores at the  retail  level.  Jade  expects to
release between six to eight videos in 2004.

We expect an increase in revenue  beginning in 2004 due to the expected sales of
the DVD's and from the new websites  being created which will give the viewer an
opportunity to view scenes of the videos for a fee.

 As a result of purchasing the video library we expect our selling, general, and
administrative expenses, and video production costs to increase in 2004 and 2005
as we hire new personnel (web designers) and start to put more videos into


<PAGE>

production and get them ready for distribution. We therefore expect that our net
losses will  increase in 2004 to be offset to a limited  degree by revenue  from
the sale of our videos and increased traffic to our website.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our  consolidated  financial  statements  requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses and the related disclosures. A summary of those accounting
policies can be found in the footnotes to the consolidated  financial statements
included  elsewhere  in this  report.  Certain of our  accounting  policies  are
considered critical as they are both important to the portrayal of our financial
condition  and  results  of  operations  and  require  judgments  on the part of
management  about matters that are uncertain.  We have  identified the following
accounting  policies  that are  important to the  presentation  of our financial
condition and results of operations.

VIDEO LIBRARY

During 2003 we acquired fifty digitally mastered tapes containing adult content,
which we intend to convert into DVD format and other adult media  entertainment.
These costs will be amortized  proportionately  with revenue recognition related
to the distribution of the products and licensing revenues.  Management believes
that this method provides a reasonable matching of expenses with total estimated
revenues over the periods that revenues  associated  with films and programs are
expected  to be  realized.  Film  and  program  amortization  will  be  adjusted
periodically  to reflect  changes in the estimates of amounts of related  future
revenues.  Film and program costs are stated at the lower of unamortized cost or
estimated net realizable value as determined on a specific identification basis.
No films were produced as of December 31, 2003.

REVENUE RECOGNITION

Revenue recognized by Jade through December 31, 2003 represents revenue from its
search engine. Jade receives a fee when its search engine is used to complete an
online  purchase.  The revenue is recognized upon completion of the transaction.
Revenue  to  be  generated   under  the  sale  of  its  DVD's  and  other  media
entertainment will be recognized upon shipment of the merchandise.

RESULTS OF OPERATIONS


The following table includes consolidated  statements of operations data for the
years ended  December  31, 2003 and 2002  expressed  as dollar  amounts and as a
percentage of revenues.



<PAGE>



<TABLE>
<CAPTION>
                                            Years Ended                  Years Ended
                                            December 31,                 December 31,
                                      ------------------------     ------------------------
                                         2003          2002           2003          2002
                                      ----------    ----------     ----------    ----------
<S>                                   <C>           <C>               <C>           <C>
Revenues
Website Revenue                       $    6,878    $   12,595        100.00        100.00
Total Revenue                         $    6,878    $   12,595        100.00        100.00

Cost of Revenue
Affiliate Costs                            2,461             0         36.00         00.00
Website Hosting                            1,873         9,335         27.00         74.00
Total cost of revenues                     4,334         9,335         63.00         74.00

Operating Expenses
Selling, general and administrative      127,883       108,521       1859.00        862.00
Depreciation                                 119             0          2.00          0.00
Stock Based Compensation                       0         7,294         00.00         58.00
Total operating expenses                 128,002       115,815       1861.00        920.00
Operating Loss                          (125,458)     (112,555)

Other Income (Expense)
Interest                                  55,497             0       (807.00)        00.00
Financing Costs                            5,000             0        (73.00)        00.00
Total other income (expense)              60,497             0       (880.00)        00.00

Net Loss                              $ (185,955)   $ (112,555)
</TABLE>


The following  discussion relates to the historical financial statements of Jade
an should be read in conjunction with the consolidated  financial statements and
related  notes  and the pro  forma  balance  sheet  included  elsewhere  in this
information statement.

COMPARISON OF YEARS ENDED DECEMBER 31, 2003 AND 2002

REVENUES - Our total revenues were $6,878 for the year ended December 31, 2003 a
decrease  of $5,717  or 45% from the  corresponding  period in 2002.  All of our
revenue  during the years ended December 31, 2003 and 2002 were derived from our
website.  We believe revenues  generated by Jade's website will increase in 2004
due to the increased  volume of adult  content,  which a subscriber  can pay for
which shows scenes from Jade's upcoming video releases.  The decrease in website
revenue  was the result of  increased  internet  competition,  lack of new adult
content  on  Jade's  website,  and a  decrease  in  spending  on  marketing  and
advertising campaigns.

COST OF REVENUES - Our cost of revenues were $4,334 for the year ended  December
31, 2003, a decrease of $5,001 or 54% from the corresponding period of 2002. The
decrease was due to less  affiliate  payouts as a result of  decreasing  website
traffic flow to the affiliate websites.

SELLING,  GENERAL  AND  ADMINISTRATIVE  - Selling,  general  and  administrative
expenses  were  $127,883 for the year ended  December  31, 2003,  an increase of
$19,362 or 17.8% over the corresponding period in 2002. The increase in selling,
general and  administrative  expenses resulted primarily from increased salaries
for employees hired in the fourth quarter 2003.


<PAGE>


NET LOSS - Our net loss was  $185,955 for the year ended  December 31, 2003,  an
increase of $73,400 over the  corresponding  period in 2002. The increase in net
loss  was in part the  result  of  interest  and  financing  costs  relating  to
shareholders of Dominix who held convertible debentures that in turn decided not
to  convert  their  notes  into  common  stock and  decided  to hold the  notes,
therefore accruing interest. In addition a full time receptionist,  and computer
administrator were hired in the fourth quarter of 2003.

COMPARISON OF YEARS ENDED DECEMBER 31, 2002 AND DECEMBER 2001

REVENUES - Our  revenues  were  $12,595 for the year ended  December  31,2002 an
increase of $12,060 or 2,354% from the corresponding  period in 2001. All of our
revenue  during  the year  derived  from our  website  as well as traffic to our
affiliate's  websites in which we earn a fee every time an  individual  uses our
askjade.com search engine and purchases a product or service from our affiliate.

COST OF  REVENUES - Our cost of revenue  was $9,335 for the year ended  December
31,2002,  an increase of $9,335 or 100% from the  corresponding  period of 2001.
The  increase  was due to the fact  that in 2001  Jade  did not  have a  hosting
facility  in place to run its  website.  In 2002  Jade  had a  website  host and
subsequently started to incur costs.


SELLING  GENERAL  AND  ADMINISTRATIVE  -  Selling,  general  and  administrative
expenses  were  $108,521 for the year ended  December  31, 2002,  an increase of
$59,832 or 110% over the corresponding  period in 2001. The increase in selling,
general,  and  administrative  expenses resulted from increased costs associated
with  marketing and promoting the company as well as office costs needed to meet
the company's everyday demands such as rent, payroll, office expenses etc.



NET LOSS - Our net loss was  $112,555  for the year  ended  December  31,2002 an
increase of $57,107 over the  corresponding  period in 2001. The increase in net
loss  was  due  to  the  costs   associated   with  the  promoting,   marketing,
implementing,  as well as everyday  business  expenses  needed to make a company
grow.


LIQUIDITY AND CAPITAL RESOURCES

At  December  31,  2003,  our cash and cash  equivalents  totaled  $314,875,  as
compared  with $2,240 at December 31, 2002.  This increase in cash was primarily
due to  $500,000  received  in the  private  placement  from  sales  to  private
investors net of placement fees in the fourth quarter of 2003.  Dominix  granted
two year warrants to purchase a total of 287,500 post-split shares of its common
stock at an exercise  price of $1.75 per share.  These  warrants  were issued in
connection with the placement of $575,000, 7% convertible notes.

Net cash used in operating  activities  was $132,997 for the year ended December
31, 2003 compared to $104,318 for the year ended December 31, 2002. The increase
in the net cash used in operating activities was principally due to the purchase
of the  video  library  in  the  amount  of  $50,000  which  was  offset  by the
amortization of deferred  financing costs and debt discount  totaling $54,900 as
well as an increase in accrued liabilities in the amount of $50,986.

In 2003 Jade purchased various components of computer equipment totaling $6,845.
The additional computers were purchased to accommodate the hiring of computer


<PAGE>


graphic designers whose  contributions  should facilitate an increase in traffic
flow to Jade's  website  and  should  increase  our  revenue  as a result of the
increased traffic and awareness.

Net cash  provided  in  investing  activities  was  $489,699  for the year ended
December 31, 2003  compared to net cash  provided in investing  activities of $0
for the year ended  December  31,  2002.  The net cash  provided was a result of
funding from investors who received 7% convertible  notes which are  convertible
into units of securities, net of the purchase of computer equipment.

Net cash used from financing  activities was $44,067 for the year ended December
31, 2003 as compared to net cash used in financing activities of $0 for the year
ended December 31, 2002. The major financing  activities,  which took place over
the two years,  included  the gross  proceeds of  $525,000  from the sale of our
convertible debentures which was advanced to Jade to be used as working capital.

In  November  2003,  Dominix  completed  the sale of 7%  convertible  debentures
resulting in gross proceeds of $575,000.  The proceeds were allocated  64.05% or
$368,270  to the notes and  35.95%  or  $206,730  to the  warrants.  The  amount
allocated  to the  warrants of $206,730  and the  beneficial  conversion  in the
amount of $368,270  were both recorded as a deferred debt discount and are being
charged to interest expense over the term of the notes.

In  connection  with its  private  placement  of the 7%  convertible  debentures
Dominix issued to the placement agents warrants to purchase a total of 3,000,000
pre-split  shares of the  Dominix's  common stock valued at $23,000 and incurred
$60,000 of debt issuance  costs  associated  with the  offering.  The $60,000 is
being  recorded as  deferred  financing  costs and is being  charged to interest
expense over the term of the loan.

As of December 31, 2003 Dominix, Inc and subsidiaries had an increase in accrued
expenses and liabilities in the amount of $197,157.  This increase is made up of
Interest expense,  professional fees, and other miscellaneous expenses. From the
$197,157  Dominix,  Inc actually paid $50,986 to its creditors in 2004 resulting
in an add back to cash  flows  from  operating  activities  for the  year  ended
December  31,2003.  The remaining  difference in the amount of $146,171 is being
included in the recapitalization of Dominix and is disclosed in the supplemental
part of the statement of cash flows.

In view of our accumulated deficit and recurring losses, our auditors have added
an  explanatory  paragraph to their report on our financial  statements  stating
that  there is  substantial  doubt  about our  ability  to  continue  as a going
concern. In this regard management is adopting a plan for the development of our
video and website  product lines as well as seeking  additional  capital through
the private sale of our debt or equity securities. There is no assurance that we
will complete any financing or that we will achieve profitable  operations.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

We expect to fund development expenditures and incur losses until we are able to
generate  sufficient  income and cash flows to meet such  expenditures and other
requirements.  We do not  currently  have  adequate cash reserves to continue to
cover such anticipated expenditures and cash requirements.  These factors, among
others,  raise  substantial  doubt  about our  ability  to  continue  as a going
concern.


<PAGE>


The discussion and analysis of our financial condition and results of operations
are based upon our consolidated  financial statements,  which have been prepared
in  accordance  with  accounting  principles  generally  accepted  in the United
States.  The  preparation  of these  financial  statements  requires  us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues  and  expenses,   and  related  disclosure  of  contingent  assets  and
liabilities.  On an on-going basis,  we evaluate our estimates,  including those
related to income tax and marketing related  agreements with our affiliates.  We
base our estimates on  historical  experience  and on various other  assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for  making  judgments  about the  carrying  values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.

FORWARD-LOOKING STATEMENTS; MARKET DATA


The  discussion  in this Annual Report on Form 10-KSB  contains  forward-looking
statements  that involve risks and  uncertainties.  The statements  contained in
this Report that are not purely historical are forward-looking statements within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section  21E of the  Securities  Exchange  Act of 1934,  as  amended,  including
statements  regarding  our  expectations,   beliefs,  intentions  or  strategies
regarding the future. All  forward-looking  statements included in this document
are based on  information  available to us on the date hereof,  and we assume no
obligation to update any such  forward-looking  statements.  Our actual  results
could differ materially from those described in our forward-looking  statements.
Factors that could cause or contribute to such differences  include, but are not
limited to, our unproven business model and a limited operating history in a new
and rapidly evolving  industry;  our ability to implement our business plan; and
our ability to manage our growth,  retain and grow our customer  base and expand
our service offerings.


We make forward-looking  statements in the "Management's Discussion and Analysis
of Financial Condition and, Results of Operations" above. These  forward-looking
statements  include,  but  are not  limited  to,  statements  about  our  plans,
objectives,  expectations,  intentions and assumptions and other statements that
are not historical facts. We generally intend the, words "expect", "anticipate",
"intend",  "plan",  "believe",  "seek",  "estimate"  and similar  expressions to
identify forward-looking statements.


This Annual Report on Form 10-KSB contains  certain  estimates and plans related
to us and the industry in which we operate, which assumes certain events, trends
and  activities  will  occur  and  the  projected  information  based  on  those
assumptions.  We do not  know  that  all of our  assumptions  are  accurate.  In
particular,  we do not know what level of growth will exist in our industry,  if
any, and  particularly in the foreign markets in which we operate,  have devoted
resources  and in which we shall seek to expand.  If our  assumptions  are wrong
about any events,  trends and  activities,  then our estimates for future growth
for our  business  may also be wrong.  There can be  assurances  that any of our
estimates as to our business growth will be achieved.


ITEM 7. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

Reports are contained starting Page F-1


<PAGE>


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURES


None.


ITEM 8A. CONTROLS AND PROCEDURES

We recently acquired Jade Entertainment Group, Inc. and related companies. These
companies are just  developing a business and  implementing  systems of internal
and disclosure  controls.  Within the ninety-day  period preceding the filing of
this  report,  our  management  evaluated  the  effectiveness  of the design and
operation of its disclosure controls and procedures (the "Disclosure  Controls")
as of the end of the period  covered  by this Form 10-K and (ii) any  changes in
internal controls over financial reporting that occurred during the last quarter
of our fiscal year. This evaluation  ("Controls  Evaluation") was done under the
supervision  and with the  participation  of  management,  including  the  Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"), who became CFO in
December, 2003.

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS

 A control system,  no matter how well conceived and operated,  can provide only
reasonable,  not absolute,  assurance  that the objectives of the control system
are met.  Further,  the design of a control  system  must  reflect the fact that
there are resource constraints,  and the benefits of controls must be considered
relative to their  costs.  Because of the  inherent  limitations  in all control
systems,  no  evaluation  of controls can provide  absolute  assurance  that all
control issues and instances of fraud,  if any, have been  detected.  Because of
the inherent  limitations in a cost effective control system,  misstatements due
to error or fraud  may  occur  and not be  detected.  We will  conduct  periodic
evaluations of our internal controls to enhance, where necessary, our procedures
and controls.


<PAGE>


CONCLUSIONS

Based upon the  Controls  Evaluation,  the CEO and CFO have  concluded  that the
Disclosure  Controls are  effective in reaching a reasonable  level of assurance
that  management  is timely  alerted to  material  information  relating  to the
Company  during the period  when its  periodic  reports are being  prepared.  In
accord with the U.S. Securities and Exchange Commission's requirements,  the CEO
and CFO conducted an evaluation of the Company's internal control over financial
reporting  (the  "Internal  Controls") to determine  whether there have been any
changes  in  Internal  Controls  that  occurred  during the  quarter  which have
materially affected or which are reasonable likely to materially affect Internal
Controls. Based on this evaluation,  there have been no such changes in Internal
Controls during the last quarter of the period covered by this report.


<PAGE>


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT OF THE REGISTRANT

Each  director  shall be elected or the term of one year and until his successor
is elected and qualified,  or until his earlier resignation,  death, or removal.
Officers of the Company serve at the  discretion of the Board of Directors.  Mr.
Schenker  will resign as our sole  director and will  nominate and elect Raymond
Barton and Timothy Schmidt, our CEO and President, respectively, to the Board of
Directors  ten  days  after  the  mailing  of an  information  statement  to our
shareholders.  As of March 30, 2004, our executive officers and directors are as
follows:

NAME                  AGE   POSITION                                   APPOINTED
--------------------------------------------------------------------------------
Andrew J. Schenker    44    Sole Director                        April 30, 2002
Raymond Barton        34    Chief Executive Officer            December 5, 2003
Timothy Schmidt       35    President                          December 5, 2003
Alan Cohen            35    Chief Financial Officer            December 8, 2003

Raymond Barton and Timothy Schmidt co-founded Jade Entertainment Group, Inc. and
MarketShare  Recovery,  Inc. Raymond Barton serves as Chief Executive Officer of
the Company  and is also  Chairman of the Board of  Directors,  Chief  Operating
Officer and Chief Technology  Officer of MarketShare  Recovery,  Inc. Mr. Barton
also  previously  served as the  Chairman  of the Board of  Directors  and Chief
Technology Officer of Jade  Entertainment  Group, Inc. Prior to co-founding Jade
Entertainment Group, Inc. and MarketShare Recovery, Inc., Mr. Barton was a stock
broker at Meyers Pollock  Robbins,  and at  Continental  Broker Dealers where he
served as a retail  broker.  Mr.  Barton  also  served as  Business  Development
Manager with PcQuote, Inc. and was in charge of developing business contacts and
negotiating  joint  ventures.  Prior to that Mr. Barton served as Executive Vice
President of Financialweb.com,  where his responsibilities included managing the
production  of  online  content.  Mr.  Barton  served  as the  CEO/President  of
Thinkersgroup, Inc. a mobile wireless software developer, where he developed the
Company's  business.  Mr.  Barton  attended the State  University of New York at
Farmingdale, and received a Bachelor of Arts Degree in criminal justice from New
York City Police Academy in 1991.

Timothy Schmidt is the President of the Company and he is also the President and
CEO of  MarketShare  Recovery,  Inc.  since its inception in January  2000.  Mr.
Schmidt was also the Chief Executive Officer, Chief Financial Officer, President
and director of Jade  Entertainment  Group,  Inc. Prior to these positions,  Mr.
Schmidt  served as Chief  Operating  Officer for  Thinkersgroup.com,  a wireless
developer  of  software   applications  where  he  managed  company  operations,
administration and human resources. Mr. Schmidt attended the State University of
New York at  Farmingdale  where he  studied  Business  Administration  from 1989
through 1991.

Mr. Schenker was appointed  director,  President and Secretary of the Company on
April 30, 2002.  Mr.  Schenker  became the sole director of the Company in April
2003.  Since  January  2002,  Andrew J.  Schenker has also been the President of
CDKnet.com,  Inc,  where he has  been a  director  since  May,  1998.  Effective
November 2003, Mr. Schenker became the Senior Vice President and Chief Financial
Officer of Genio Group, Inc. Prior to November 2003, Mr. Schenker was a Director
of Genio Group, Inc. since October 2002 when it was known as National Management
Consulting,  Inc.  From  November  1986 to May 2001,  he held several  financial
management positions at Symbol Technologies, Inc., most recently at the position
of General Manager for Education Marketing - Worldwide at Symbol Technologies,


<PAGE>


Inc. He is also the trustee for several trusts and a public foundation,  as well
as an executive  committee  member of the  Smithtown  School  District  Industry
Advisory Board.

Alan  Cohen has  served as Chief  Financial  Officer  on a per diem  basis  from
December  2003 to February  2004 before being  employed on a full time basis for
Dominix.  Prior to this position,  Mr. Cohen, served as assistant controller for
The  Alcott  Group,  a  professional  employer  organization  from March 2002 to
February  2004  where  he  managed  the  daily   operations  of  the  accounting
department.  Prior to this position, Mr. Cohen served as a senior accountant for
J.  Pomarico & Company,  from  January  1997 to January  2002 where he performed
accounting and auditing services for a diverse business clientele. Prior to this
position Mr. Cohen,  served as accountant  and warehouse  manager for Thermotech
International  from May 1992 to December 1996 where he performed all  accounting
functions managed the office as well as warehouse operations. Mr. Cohen attended
The New York  Institute Of  Technology  in Westbury New York where he earned his
Bachelor Of Science degree in accounting from September  1987-January  1991. Mr.
Cohen  also has his  certified  public  accountants  license in the state of New
York.

Effective  April 8,  2003,  James W.  Zimbler  resigned  as  Chairman  and Chief
Executive Officer of the Company.

DIRECTORS' COMPENSATION

We have a policy  of not  granting  fees to  directors  who  attend a  regularly
scheduled or special  board  meeting,  however,  we may  reimburse  out-of-state
directors for their cost of travel and lodging to attend such meeting.

CODE OF ETHICS

We have  adopted a Code of Ethics and  Business  Conduct  for our  officers  and
directors and a Code of Ethics for Financial  Executives  that applies to all of
our executive  officers,  directors and  financial  executives.  Copies of these
codes are filed as exhibits to this Form 10-KSB report.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
directors and executive  officers and persons who own more than ten percent of a
registered class of the Company's equity  securities to file with the Securities
and Exchange  Commission  initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of the Company.  Officers,
directors  and  greater  than  ten  percent  shareholder  are  required  by  SEC
regulation  to furnish the Company  with copies of all Section  16(a) forms they
file.

To the Company's knowledge, based solely on review of the copies of such reports
furnished to the Company and written  representations that no other reports were
required,  during the fiscal year ended  December  31,  2003 all  Section  16(a)
filings requirements applicable to its officers,  directors and greater than ten
percent  beneficial  owners were complied with except Andrew  Schenker,  Raymond
Barton,  Timothy  Schmidt and Alan Cohen filed  their  initial  report on Form 3
late,  based in part on  confusion  as to the actual  closing date of the merger
transaction.  The Company has developed  procedures to improve  compliance on an
on-going basis.


<PAGE>


REPORT OF THE AUDIT COMMITTEE

The Audit Committee is made up by our sole director.

The Audit  Committee  serves in an oversight  capacity and is not intended to be
part of the Company's operational or managerial  decision-making process. Jade's
management is responsible for preparing the consolidated  financial  statements,
and its independent auditors are responsible for auditing those statements.  The
Audit Committee's principal purpose is to monitor these processes.

 In this context, our sole director met and held discussions with management and
the  independent  auditors.  Management  represented  to Mr.  Schenker  that the
Company's  consolidated  financial  statements  were prepared in accordance with
generally accepted accounting  principles applied on a consistent basis. He also
discussed  with the  independent  auditors  matters  required to be discussed by
Statement on Auditing Standards No. 61 (Communication With Audit Committees), as
amended.


He discussed with the independent  auditors the auditors'  independence from the
Company  and its  management,  including  the  matters,  if any,  in the written
disclosures   required  by   Independence   Standards   Board   Standard  No.  1
(Independence Discussions With Audit Committees). He also considered whether the
independent  auditors'  provision of audit and non-audit services to the Company
is compatible with maintaining the auditors' independence.


He discussed with the Company's independent auditors the overall scope and plans
for their audit.  He met with the internal and  independent  auditors,  with and
without management present,  to discuss the results of their  examinations,  the
evaluations  of  the  Company's  internal  controls,   disclosure  controls  and
procedures  and the overall  quality and  integrity of the  Company's  financial
reporting.


Based on the reviews and  discussions  referred to above,  he has recommended to
the Board, and the Board has approved,  that the audited financial statements be
included  in the  Company's  Annual  Report on Form  10-KSB  for the year  ended
December 31, 2003, for filing with the Securities and Exchange Commission.


Members of the Audit Committee


Andrew J. Schenker

ITEM 10. EXECUTIVE COMPENSATION

EXECUTIVE OFFICERS AND DIRECTORS

For the fiscal year ended December 31, 2003, we did not pay any  compensation to
any officers or directors,  except that Raymond Barton and Timothy  Schmidt each
received  $5,769 in  compensation  in December 2003. In addition,  in the fiscal
year ended December 31, 2002, we did not pay any compensation to any officers or
directors.

<PAGE>


SUMMARY COMPENSATION TABLE

The  Summary  Compensation  Table shows  certain  compensation  information  for
services  rendered in all  capacities  for the fiscal  years ended  December 31,
2001,  2002 and 2003.  Other than as set forth  herein,  no executive  officer's
salary and bonus exceeded $100,000 in any of the applicable years. The following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                                          Long Term
                                                                 Annual Compensation                    Compensation
                                                                 -------------------                    ------------
                                                     Fiscal Year
                                                        Ended
Name and Principal Position                          December 31        Salary ($)      Bonus ($)       Options/SARS (#)
---------------------------                          -----------        ----------      ---------       ----------------
<S>                                                  <C>                <C>             <C>             <C>
Andrew J. Schenker (1)                                   2003             $0              $0                 -0-
Former President and Director                            2002             $0              $0                 -0-
                                                         2001             $0              $0                 -0-

James W. Zimbler (2)                                     2003             $0              $0                 -0-
Former Chairman and Chief Executive Officer              2002             $0              $0                 -0-
                                                         2001             $0              $0                 -0-

Enrique J. Abreu (3)                                     2003             $0              $0                 -0-
Former Chairman and Chief Executive Officer              2002             $0              $0                 -0-
                                                         2001        $175,000 (4)         $0            1,000,000 (5)

Ric Cmiel (6)                                            2003             $0              $0                 -0-
Former Director                                          2002             $0              $0                 -0-
                                                         2001             $0              $0            1,000,000 (5)

Raymond Barton (7)                                       2003           $5,769            $0                 -0-
Chief Executive Officer                                  2002             $0              $0                 -0-
                                                         2001             $0              $0                 -0-

Timothy Schmidt(8)                                       2003           $5,769            $0                 -0-
President                                                2002             $0              $0                 -0-
                                                         2001             $0              $0                 -0-

Alan Cohen (9)                                           2003             $0              $0                 -0-
Chief Financial Officer                                  2002             $0              $0                 -0-
                                                         2001             $0              $0                 -0-
</TABLE>


(1)   Mr.  Schenker  became a director in April 2002 and in April 2003 he became
      Chairman of the Board of Directors and President.  On December 5, 2003 Mr.
      Schenker resigned as President of the Company.

(2)   Mr.  Zimbler  resigned from his positions as Chairman and Chief  Executive
      Officer effective April 8, 2003.

(3)   Mr. Abreau resigned as Chairman and Chief Executive Officer in April 2002.
      (4) His salary was accrued but not paid during this period.

(5)   Represents   restricted   stock  awards  issued  April  29,  2002  and  is
      pre-Reverse  Split.

(6)   Mr. Cmiel resigned his position as Director in April 2002.

(7)   Mr.  Barton became the Company's  Chief  Executive  Officer on December 5,
      2003.

(8)   Mr. Schmidt became the Company's President on December 5, 2003.

(9)   Mr.  Cohen became the  Company's  Chief  Financial  Officer on December 8,
      2003.

EMPLOYMENT AGREEMENTS

As a condition to the merger with Jade, each of Messrs.  Raymond Barton, Timothy
Schmidt and Alan Cohen entered into  employment  agreements  with  Dominix.  The
following   discussions   summarize  the  material  terms  of  their  respective
employment agreements.


<PAGE>


Mr.  Barton's  agreement  is for an  initial  period of three  years,  ending on
December  8,  2006.  The  agreement  is  automatically  extended  for  up to two
additional  twelve month terms unless either party gives the other 60 days prior
notice  that it elects not to extend the  agreement.  Under the  Agreement,  Mr.
Barton  receives a base  salary of  $100,000  per year.  In addition to his base
salary,  Mr.  Barton is  entitled to a  quarterly  bonus of 2% of the  company's
revenues,  to a maximum of $20,000 per quarter.  Mr.  Barton is also entitled to
participate in any management  bonus plan and entitled to such benefits,  health
insurance and vacations  which are to be provided to other senior  executives of
the company.  As part of the  agreement,  Mr.  Barton has agreed to not disclose
material  information  of the  company,  agreed not to  compete  with us, not to
solicit our employees and to protect our confidential information.

Mr.  Schmidt's  agreement  is for an initial  period of three  years,  ending on
December  8,  2006.  The  agreement  is  automatically  extended  for  up to two
additional  twelve month terms unless either party gives the other 60 days prior
notice  that it elects not to extend the  agreement.  Under the  agreement,  Mr.
Schmidt  receives a base  salary of $100,000  per year.  In addition to his base
salary,  Mr.  Schmidt is entitled to a  quarterly  bonus of 2% of the  Company's
revenues to a maximum of $20,000 per quarter.  Mr.  Schmidt is also  entitled to
participate in any management  bonus plan and entitled to such benefits,  health
insurance and vacations  which are to be provided to other senior  executives of
the company.  As part of the  agreement,  Mr. Schmidt has agreed to not disclose
material  information  of the  company,  agreed not to  compete  with us, not to
solicit our employees and to protect our confidential information.

Mr. Cohen's agreement is for an initial period of two years,  ending on December
8, 2005. The agreement is automatically extended for up to two additional twelve
month terms unless either party gives the other 30 days prior notice that elects
not to extend the  agreement.  Under the  agreement,  Mr. Cohen  receives a base
salary of $70,000 per year.  In  addition,  upon  signing the company  agreed to
issue Mr. Cohen 100,000  post-split  shares,  subject to the  following  vesting
schedule:

o     40,000 shares vesting upon the effectiveness of the reverse split; and

o     20,000 shares each shall vest respectively upon Mr. Cohen staying employed
      by us for twelve months, eighteen months and twenty-four months.

Mr.  Cohen's  bonus,  if any, will be determined by the Board of Directors.  Mr.
Cohen is entitled to participate  in any  management  bonus plan and entitled to
such benefits,  health  insurance and vacations  which are to be provided to the
other senior executives of the company. As part of the agreement,  Mr. Cohen has
agreed to not  disclose  material  information  of the  company,  agreed  not to
compete with us, not to solicit our  employees  and to protect our  confidential
information.


<PAGE>


                             OPTION/SAR GRANTS TABLE

                    OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

                                INDIVIDUAL GRANTS


<TABLE>
<CAPTION>
                                                                          % of Total
                                                                      Options/SARs Granted   Exercise or
                                         Fiscal     Options/SARs        to Employees in       Base Price     Expiration
Name                                      Year       Granted (#)          Fiscal Year           ($/Sh)          Date
----                                      ----       -----------          -----------        -----------     ----------
<S>                                       <C>        <C>                  <C>                <C>             <C>
Enrique Abreu                             2002         -0- (1)               0.0%                 $0             --
Former Chairman of the Board
and Chief Executive Officer

James W. Zimbler                          2002         -0- (1)               0.0%                 $0             --
Former Chairman of the Board
and Chief Executive Officer

Andrew J. Schenker                        2002         -0- (1)               0.0%                 $0             --
President and Director

Ric Cmiel                                 2002         -0- (1)               0.0%                 $0             --
Former Director
</TABLE>


(1) No options were granted during fiscal year 2002.

                  OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE

            AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND
                            FY-END OPTION/SAR VALUE


<TABLE>
<CAPTION>
                                                                                                             Value of
                                                                                        Number of           Unexercised
                                                                                       Unexercised         In-the-Money
                                                                                     Options/SARs at      FY-End ($)(1)
                                                                                       Exercisable/      Options/SARs at
                                      Fiscal     Shares Acquired     FY-End (#)        Exercisable/       Unexercisable
Name                                    Year     on Exercise (#)     Value              Realized ($)      Unexercisable
----                                    ----     ---------------     ---------        ---------------    ---------------
<S>                                     <C>             <C>              <C>             <C>       <C>      <C>      <C>
Enrique Abreu                           2002           -0-               $0         (E) -0- / (U) -0-    (E)$0 / (U) $0
Former Chairman of the Board
and Chief Executive Officer

James W. Zimbler                        2002           -0-               $0         (E) -0- / (U) -0-    (E)$0 / (U) $0
Former Chairman of the Board
and Chief Executive Officer

Andrew J. Schenker                      2002           -0-               $0         (E) -0- / (U) -0-    (E)$0 / (U) $0
President and Director

Ric Cmiel                               2002           -0-               $0         (E) -0- / (U) -0-    (E)$0 / (U) $0
</TABLE>


<PAGE>


Former Director

(1)   There were no outstanding options held by any of our officers or directors
      during the fiscal year ended  December  31,  2003.  Based upon the closing
      price of our common  stock of $.02 per share as reported on the NASDAQ OTC
      Bulletin Board as of December 31, 2003.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT

The following table sets forth, as of March 30, 2004,  information  with respect
to the securities holdings of all persons which we, pursuant to filings with the
Securities  and  Exchange  Commission,  have reason to believe may be deemed the
beneficial  owners of more than 5% of our  outstanding  common  stock,  Series A
Preferred  Stock and Series B Preferred Stock Also set forth in the table is the
beneficial ownership of all shares of our outstanding stock, as of such date, of
all officers and directors, individually and as a group.

<TABLE>
<CAPTION>
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
                                                                                                         Percent of
                                                                                                         Beneficial
                                                                                                         Ownership &
                                                     Before        After       Before        After      Voting Power
                                                      Jade         Jade        Reverse      Reverse     After Reverse
Name and Address               Class (1) (2)       Acquisition  Acquisition     Split        Split        Split (6)
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------

-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
<S>                        <C>                     <C>          <C>          <C>          <C>          <C>
Andrew Schenker            Common                      --           --           --         100,000         1.0%
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
Director                   Series A Preferred        100,000      100,000      100,000        --
                           Shares
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
c/o Dominix, Inc.          Series B Preferred          --           --           --           --
                           Shares
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
95 Broadhollow Rd.
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
Melville, NY 11747
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------

-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
Ray Barton                 Common                      --
                                                                39,022,921   39,022,921    1,992,088       20.7%
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
Chief Executive Officer    Series A Preferred          --           --           --           --
                           Shares
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
c/o Dominix, Inc.          Series B Preferred          --        37,796.82    37,796.82       --
                           Shares
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
95 Broadhollow Rd.
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
Melville, NY 11747
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------

-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
Timothy Schmidt            Common                      --       19,512,558    19,512,558     996,050      10.36%
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
President                  Series A Preferred          --           --           --           --
                           Shares
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
c/o Dominix, Inc.          Series B Preferred          --        18,898.41    18,898.41       --
                           Shares
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
95 Broadhollow Rd.
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
Melville, NY 11747
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------

-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
Alan Cohen (3)             Common                      --            0            0         100,000           1%
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
Chief Financial Officer    Series A Preferred          --           --           --           --
                           Shares
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
c/o Dominix, Inc.          Series B Preferred          --           --           --           --
                           Shares
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
95 Broadhollow Rd.
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
Melville, NY 11747
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------

-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
Steven A. Horowitz (4)     Common                   4,500,000    4,500,000    4,500,000     716,166         7.5%
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
c/o Morritt Hock           Series A Preferred        693,666      693,666      693,666        --
                           Shares
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
Hamroff & Horowitz         Series B Preferred          --           --           --           --
                           Shares
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
400 Garden City Plaza
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
Suite 202
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
Garden City, NY 11530
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------

-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
Snapper Partners LLC (5)   Common                   4,500,000    4,500,000    4,500,000     567,500         5.9%
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
545 Madison Avenue         Series A Preferred        545,000      545,000      545,000        --
                           Shares
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
6th Floor                  Series B Preferred          --           --           --           --
                           Shares
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
New York, NY  10022
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------

-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
All Officers and           Common                                                          3,188,138
Directors                                                                                                  33.2%
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
as a Group (4 persons)
-------------------------- ----------------------- ------------ ------------ ------------ ------------ ----------------
</TABLE>

(1)   Holders of Series A  Preferred  Stock are each  entitled  to 200 votes per
      share and holders of Series B Convertible  Preferred Stock are entitled to
      9,506.74 votes per share.

(2)   Series A and B Preferred  Shares are  converted to common stock  effective
      upon the reverse split.


<PAGE>


(3)   The shares,  provided Mr. Cohen is still employed by us, vest according to
      the following  schedule:  40,000 shares vesting and  deliverable  post the
      effectiveness  of the reverse  split and 20,000  shares  vesting upon the,
      twelve, eighteen and twenty-four month anniversaries of the effective date
      of his employment.

(4)   Does not include  100,000  shares of Series A Preferred  Stock held by the
      law firm of Morrit  Hock  Hamroff & Horowitz,  of which Mr.  Horowitz is a
      partner.  Also does not include 4,500,000 pre-split shares of common stock
      and 50,000 shares of Series A Preferred  Stock held by CDKNet.com,  Inc. a
      company in which Mr. Horowitz is a shareholder and a director and officer.

(5)   Does not include  165,000 shares of Series A Preferred  Stock each held by
      Peter  Christos and Arnold Kling,  individually,  the managing  members of
      Snapper Partners,  LLC and 4,500,000 pre-split shares of common stock held
      by Mr. Kling.

(6)   Does not  include  any of the  shares to be issued  under the 2003  Equity
      Incentive Plan which will only be issued  effective upon the completion of
      the reverse split.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 29, 2002, the  debt-holders of ICON,  INC.,  Nativity  Realty,  Inc., a
company  controlled by our former  Chairman and CEO,  Enrique Abreu and Cornelia
Abreu  declared a default of the  obligations  of  Dominix  in  relation  to the
purchase of ICON,  INC. The  debt-holders  served a demand for collateral due to
the default in the aggregate  amount of  $2,973,799 on Dominix.  Pursuant to the
demand,  both  Nativity  Realty,  Inc.  and  Cornelia  Abreu,  elected  to  take
possession of an aggregate  11,850,000  shares of ICON, INC., held as collateral
as full  consideration  of the amount due under the Loan  Guarantee and Security
Agreement.  As a result of this event, the ICON subsidiary is no longer owned by
Dominix.

National  Management  Consulting,  Inc.,  through  its  subsidiary,  Diversified
Capital Holdings, LLC, advanced the sum of $13,000 to Dominix in 2002 to provide
some of the necessary funds to operate Dominix during the year. Neither National
Management  Consulting,  Inc. nor Diversified Capital Holdings, LLC advanced any
funds to Dominix in 2003.  National  Management's  then  officer  and  director,
Steven Horowitz,  was also a shareholder of Dominix at such time as the advances
were made.

On March 28, 2003,  National  Management  Consulting,  Inc., sold $50,000 of the
debentures it owns to a party that introduced Dalian to Dominix.

Effective April 30, 2002, Dominix entered into a Debt Conversion  Agreement with
Diversified  Capital  Holdings,  LLC  ("Diversified").   Pursuant  to  the  Debt
Conversion  Agreement,  Dominix  approved the  issuance of  1,333,333  shares of
Series A Convertible Preferred Stock to Diversified,  as well as a change in the
management and directors of Dominix.

In addition,  pursuant to a Debt  Conversion  Agreement  dated as of December 1,
2003 between Dominix and Steven A. Horowitz,  Dominix issued 2,106,666 shares of
its Series A Convertible Preferred Stock to Mr. Horowitz in full satisfaction of
his  outstanding  $158,000 loan  including  accrued  interest,  to Dominix.  The
original amount represents  accrued and unpaid consulting fees, and sums paid on
behalf of Dominix,  by a shareholder  which debt was acquired by Mr. Horowitz in
2003,  plus  expenses of Dominix that Mr.  Horowitz paid on behalf of Dominix in
2003 prior to the merger with Jade Entertainment Group, Inc.


<PAGE>


                                     PART IV

ITEM 13. EXHIBITS,  CONSOLIDATED FINANCIAL STATEMENTS,  SCHEDULES AND REPORTS ON
         FORM 8-K

(a) The following documents are filed as part of this report:

      (1)(2)   CONSOLIDATED   FINANCIAL   STATEMENTS  AND  FINANCIAL   STATEMENT
SCHEDULES.

      A list of the  Consolidated  Financial  Statements  filed  as part of this
Report is set forth in Item 7 and appears at Page F-1 of this Report; which list
is incorporated  herein by reference.  The Financial Statement Schedules and the
Report of Independent Auditors as to Schedules follow the Exhibits.

      (3) EXHIBITS.

All of the items below are incorporated by reference to the Company's Form, 8-KA
as previously filed.

                 EXHIBITS AND SEC REFERENCE NUMBERS


Number     Title of Document
------     -----------------

2.1.       Merger Agreement dated as of December 5, 2003 between the Company and
           the principal  stockholders of the common stock of Jade Entertainment
           Group, Inc. (1)

14.1       Code of Business Conduct and Ethics (2)

14.2       Code of Ethics for Financial Executives (2)

31.1       Certification of Chief Executive  Officer of Periodic Report pursuant
           to Rule 13a-14a and Rule 14d-14(a). (4)

31.2       Certification of Chief Financial  Officer of Periodic Report pursuant
           to Rule 13a-14a and Rule 15d-14(a). (4)

32.1       Certification  of  Chief  Executive  Officer  pursuant  to 18  U.S.C.
           Section 1350. (4)

32.2       Certification  of  Chief  Financial  Officer  pursuant  to 18  U.S.C.
           Section 1350. (4)

99.1       Merger Certificate dated December 19, 2003, as filed in the office of
           the Secretary of State, State of New York on December 19, 2003 (1)

99.2       Employment  Agreement  between the Company and Raymond  Barton  dated
           December 8, 2003 (1)

99.3       Employment  Agreement  between the Company and Timothy  Schmidt dated
           December 8, 2003 (1)

99.4       Employment  Agreement  between  the  Company  and  Alan  Cohen  dated
           December 8, 2003, as amended January 1, 2004 (2)

99.5       Debt  Conversion  Agreement  dated as of  December  1,  2003  between
           Dominix, Inc. and Steven A. Horowitz (2)


<PAGE>

99.6       Settlement  Agreement  dated as of November  24, 2003 among  Dominix,
           Inc., Ray Vahab, and JDCI (2)

99.7       Settlement  Agreement between Dominix,  Inc. and Robert Fierman dated
           as of September 15, 2003 (2)

99.8       Registration  Rights Agreement  between Dominix,  Inc. and holders of
           Series A  Convertible  Preferred  stock dated as of November 18, 2003
           (2)

99.9       Shareholder  Voting  Agreement  between  Dominix,  Inc.  and  certain
           Shareholders of Dominix, Inc. dated as of November 25, 2003 (2)

99.10      Termination  Agreement  dated March 30, 2004  between the Company and
           MarketShare Recovery, Inc. (DE) (3)

99.11      Database  License   Agreement  dated  March  30,  2004  between  Jade
           Entertainment Group, Inc. and MarketShare Recovery, Inc. (NY) (3)

99.12      Memorandum  of  Understanding  dated  March  30,  2004  between  Jade
           Entertainment  Group,  Inc.  and  MarketShare  Recovery,   Inc.  (NY)
           relating to Suite 101, 95 Broadhollow Road, Melville, New York (3)

99.13      Amendment to Employment  Agreement between the Company and Alan Cohen
           dated January 1, 2004 (2)

99.14      Settlement  Agreement  dated as of September 30, 2003 among  Dominix,
           Inc., Salvatore Cerruto and Audra Cerruto (4)

99.15      Settlement  Agreement  dated as of September 30, 2003 among  Dominix,
           Inc., Tom A. Bibiyan and James Morris (4)

99.16.     Settlement  Agreement  dated as of September 30, 2003 among  Dominix,
           Inc. and Joseph Krajkovich (4)

(1)   Filed as exhibits  to Form 8-K/A  filed on December  19, 2003

(2)   Filed as  exhibits  to Form  10-KSB  filed on April 8,  2004

(3)   Filed as exhibits to Form 8-K filed on April 1, 2004

(4)   Filed as exhibits to Form 10-KSB/A filed on May 4, 2004

(b) Reports on Form 8-K

We filed a Form 8-K,  setting forth the events of the Jade Merger,  the Proposal
MarketShare  Acquisition and the Information  Statement Matters, on December 19,
2003 and an amendment on Form 8-K December 19, 2003,  indicating  the  following
changes:  Item  1,  Change  of  Control  of  Company;  Item  2,  Acquisition  or
disposition  of  assets;  Item  5,  Other  Information;   Item  6  of  Financial
Information.

We filed a Form 8-K, on October 3, 2003,  indicating  under item 5, other Events
and Regulation FD Disclosure relating to the Amended LOI.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees. We incurred  aggregate  fees and expenses of  approximately  $40,000
from Marcum & Kliegman  LLP for the 2003 fiscal year.  Such fees were  primarily
for work completed for our annual audit and reviews of our Form 10-QSB's.

Audit  Related Fees. We incurred  aggregate  fees and expenses of  approximately
$13,000  from  Marcum & Kliegman  LLP for the 2003 fiscal  year.  Such fees were
primarily for due diligence  related to mergers and  acquisitions and accounting
consultations related to mergers and acquisitions.


<PAGE>


Tax Fees.  We incurred no fees from Marcum & Kliegman  LLP for the 2003 and 2002
fiscal years for professional  services rendered for tax compliance,  tax advice
and tax planning.

All Other  Fees.  We did not incur any other  fees from  Marcum &  Kliegman  LLP
during fiscal 2003 or fiscal 2002.  The Board of Directors,  acting as the Audit
Committee  considered  whether,  and determined that, the auditor's provision of
non-audit  services was compatible with maintaining the auditor's  independence.
All of the services  described above for fiscal year 2003 and 2002 were approved
by the Board of Directors pursuant to its policies and procedures.  We intend to
continue  using  Marcum &  Kliegman  LLP  solely  for  audit  and  audit-related
services, tax consultation and tax compliance services,  and, as needed, for due
diligence in acquisitions.


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  Dominix has duly caused this  amendment to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                             DOMINIX, INC.


Date:  May 6, 2004                   By: /s/ Raymond Barton
                                         ---------------------------------------
                                         Raymond Barton, Chief Executive Officer


<PAGE>


                         DOMINIX, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


<PAGE>



                                                  DOMINIX, INC. AND SUBSIDIARIES
                                                   (A Development Stage Company)

                                                                        CONTENTS
--------------------------------------------------------------------------------

                                                                            Page

INDEPENDENT AUDITORS' REPORT                                                   1


FINANCIAL STATEMENTS

  Consolidated Balance Sheet                                                   2
  Consolidated Statements of Operations                                        3
  Consolidated Statements of Stockholders' Equity (Deficiency)                 4
  Consolidated Statements of Cash Flows                                      5-6


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                  7-21


<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Dominix, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of Dominix, Inc. and
Subsidiaries a development-stage company (the "Company") as of December 31, 2003
and the related  consolidated  statements of  operations,  stockholders'  equity
(deficiency),  and cash flows for the years ended December 31, 2003 and 2002 and
for the period from inception  (July 5, 2001) through  December 31, 2003.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audit.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall  consolidated  financial  statement  presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial  position of Dominix,  Inc. and
Subsidiaries at December 31, 2003 and the results of their  operations and their
cash flows for the years  ended  December  31,  2003 and 2002 and for the period
from  inception  (July 5, 2001) through  December 31, 2003,  in conformity  with
accounting principles generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  For the years ended December
31,  2003 and 2002 and for the period  from  inception  (July 5,  2001)  through
December 31, 2003, the Company has incurred  losses of  approximately  $186,000,
$113,000 and $354,000,  respectively.  In addition, the Company is in default on
several  convertible notes payable.  These factors raise substantial doubt about
the  Company's  ability to continue as a going  concern.  Management's  plans in
regard to these matters are also described in Note 2. The consolidated financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

/s/Marcum & Kliegman LLP

New York, New York
March 12, 2004


                                                                               1
<PAGE>


                                                  DOMINIX, INC. AND SUBSIDIARIES
                                                   (A Development Stage Company)

                                                      CONSOLIDATED BALANCE SHEET

                                                               December 31, 2003
--------------------------------------------------------------------------------


                                     ASSETS


CURRENT ASSETS
 Cash                                                                 $ 314,875
 Prepaid expenses and other current assets                                1,247
                                                                      ---------

    Total Current Assets                                                316,122

PROPERTY AND EQUIPMENT, Net                                               6,726

OTHER ASSETS
 Video library                                                           50,000
 Due from affiliate                                                      45,567
 Deferred financing costs, net                                           76,000
                                                                      ---------

    TOTAL ASSETS                                                      $ 494,415
                                                                      =========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
 Convertible debentures, net of deferred
  debt discount of $527,100                                           $ 289,900
 Accrued expenses and other current liabilities                         197,157
 Due to stockholders and affiliates                                       9,445
                                                                      ---------

    TOTAL CURRENT LIABILITIES                                           496,502
                                                                      ---------

COMMITMENTS AND CONTINGENCIES


STOCKHOLDERS' DEFICIENCY
 Preferred  stock - $.001  par  value;  5,000,000  shares  authorized
  Series  A Cumulative Convertible - 3,439,999 shares issued
   and outstanding, liquidation preference of $258,000                    3,440
  Series B Convertible - 82,167 shares issued
   and outstanding, liquidation preference of $6,163                         82
 Common stock - $0.001 par value; 200,000,000 shares
  authorized; 197,140,105 shares issued and outstanding                 199,309
 Additional paid in capital                                             149,040
 Deficit accumulated during development stage                          (353,958)
                                                                      ---------


    TOTAL STOCKHOLDERS' DEFICIENCY                                       (2,087)
                                                                      ---------

    TOTAL LIABILITIES AND
     STOCKHOLDERS' DEFICIENCY                                         $ 494,415
                                                                      =========


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


                                                                               2
<PAGE>
                                                  DOMINIX, INC. AND SUBSIDIARIES
                                                   (A Development Stage Company)

                                           CONSOLIDATED STATEMENTS OF OPERATIONS

--------------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                                                              Cumulative Period
                                                               For the Years Ended             July 5, 2001 to
                                                                   December 31,                  December 31,
                                                              2003              2002                 2003
                                                          -----------------------------------------------------
<S>                                                       <C>               <C>                  <C>
REVENUE                                                   $     6,878       $    12,595          $    20,008
                                                          -----------       -----------          -----------

COSTS AND EXPENSES
  Cost of revenue                                               4,334             9,335               13,669
  Compensatory element of stock transactions                       --             7,294                8,694
  Depreciation                                                    119                --                  119
  Selling and administrative expenses                         127,883           108,521              290,987
                                                          -----------       -----------          -----------

      TOTAL COSTS AND EXPENSES                                132,336           125,150              313,469
                                                          -----------       -----------          -----------

      OPERATING LOSS                                         (125,458)         (112,555)            (293,461)
                                                          -----------       -----------          -----------

OTHER EXPENSES

  Interest                                                     55,497                --               55,497
  Financing costs                                               5,000                --                5,000
                                                          -----------       -----------          -----------

      TOTAL OTHER EXPENSES                                     60,497                --               60,497
                                                          ===========       ===========          ===========

      NET LOSS                                            $ (185,955)       $ (112,555)          $ (353,958)
                                                          ===========       ===========          ===========

Basic and Diluted Net Loss Per Share                           $0.00             $0.00
                                                               =====             =====

Weighted Average Number of Common
  Shares Outstanding - Basic and Diluted                  92,988,062        66,647,469
                                                         ===========        ==========
</TABLE>

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


                                                                               3
<PAGE>

                                                 DOMINIX, INC. AND SUBSIDIARIES
                                                   (A Development Stage Company)

                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)

                             For The Years Ended December 31, 2003 And 2002 And
             The Period From Inception (July 5, 2001) Through December 31, 2003

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>


                                                                                  Preferred Stock         Preferred Stock
                                                          Common Stock                 Series A               Series B
                                                      Shares        Amount       Shares       Amount     Shares      Amount
                                                  ---------------------------------------------------------------------------
<S>                                                <C>            <C>          <C>           <C>       <C>           <C>
BALANCE - July 5, 2001                                       --   $       --           --    $     --        --      $  --
-------

  Stock issued for services                          19,588,124       19,588           --          --        --         --
  Sale of stock                                      46,854,793       46,855           --          --    82,167         82
  Net loss                                                   --           --           --          --        --         --
                                                   ------------   ----------   ----------    --------   -------      -----

BALANCE - December 31, 2001                          66,442,917       66,443           --          --    82,167         82
-------

  Stock issued for services                          16,642,030       16,642           --          --        --         --
  Sale of stock                                       1,915,053        1,915           --          --        --         --
  Net loss                                                   --           --           --          --        --         --
                                                   ------------   ----------   ----------    --------   -------      -----

BALANCE - December 31, 2002                          85,000,000       85,000           --          --    82,167         82

  Shares issued to stockholders of Dominix, Inc.    112,140,105      112,140    3,439,999       3,440        --         --
  Net Loss                                                   --           --           --          --        --         --
                                                   ------------   ----------   ----------    --------   -------      -----

BALANCE - December 31, 2003                         197,140,105   $  197,140    3,439,999    $  3,440    82,167      $  82
                                                   ============   ==========   ==========    ========   =======      =====

<CAPTION>
                                                               Accumulated
                                                                 Deficit
                                                   Additional    During
                                                    Paid-In    Development
                                                    Capital       Stage        Total
                                                 ---------------------------------------
<S>                                                 <C>           <C>             <C>
BALANCE - July 5, 2001                             $      --    $      --    $      --
-------

  Stock issued for services                          (18,188)          --        1,400
  Sale of stock                                       51,163           --       98,100
  Net loss                                                --      (55,448)     (55,448)
                                                   ---------    ---------    ---------

BALANCE - December 31, 2001                           32,975      (55,448)      44,052
-------

  Stock issued for services                           (9,348)          --        7,294
  Sale of stock                                       59,734           --       61,649
  Net loss                                                --     (112,555)    (112,555)
                                                   ---------    ---------    ---------

BALANCE - December 31, 2002                           83,361     (168,003)         440

  Shares issued to stockholders of Dominix, Inc.      67,848           --      183,428
  Net Loss                                                --     (185,955)    (185,955)
                                                   ---------    ---------    ---------

BALANCE - December 31, 2003                        $ 151,209    $(353,958)   $  (2,087)
                                                   =========    =========    =========
</TABLE>

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


                                                                               4
<PAGE>
                                                  DOMINIX, INC. AND SUBSIDIARIES
                                                   (A Development Stage Company)

                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                  Cumulative Period
                                                                         For the Years Ended       July 5, 2001 to
                                                                            December 31,            December 31,
                                                                       2003              2002           2003
                                                                 ---------------------------------------------------
<S>                                                                <C>                <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                                          $ (185,955)        $(112,555)        $ (353,958)
                                                                   ----------         ---------         ----------
  Adjustments  to reconcile net loss to net cash provided by (used in) operating
   activities:
    Amortization of deferred financing costs                            7,000                --              7,000
    Amortization of deferred debt discount                             47,900                --             47,900
    Depreciation                                                          119                --                119
    Compensatory element of stock transactions                             --             7,294              8,694
  Changes in operating assets and liabilities:
    Video library                                                     (50,000)               --            (50,000)
    Prepaid expenses and other current assets                          (1,247)               --             (1,247)
    Deferred revenue                                                   (1,800)              943                 --
    Accrued expenses and other current liabilities                     50,986                --             50,986
                                                                   ----------         ---------         ----------

      TOTAL ADJUSTMENTS                                                52,958             8,237             63,452
                                                                   ----------         ---------         ----------

      NET CASH USED IN
        OPERATING ACTIVITIES                                         (132,997)         (104,318)          (290,506)
                                                                   ----------         ---------         ----------

CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of computer equipment                                       (6,845)               --             (6,845)
  Cash received in recapitalization                                   496,544                --            496,544
                                                                   ----------         ---------         ----------

      NET CASH PROVIDED BY
        INVESTING ACTIVITIES                                          489,699                --            489,699
                                                                   ----------         ---------         ----------

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from sale of common stock                                       --            61,649            159,749
  Advances to affiliate                                               (44,067)              --             (44,067)
                                                                   ----------         ---------         ----------

    NET CASH (USED IN) PROVIDED BY
      FINANCING ACTIVITIES                                         $  (44,067)        $  61,649         $  115,682
                                                                   ----------         ---------         ----------
</TABLE>

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


                                                                               5
<PAGE>
                                                  DOMINIX, INC. AND SUBSIDIARIES
                                                   (A Development Stage Company)

                                CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                                  Cumulative Period
                                                                         For the Years Ended       July 5, 2001 to
                                                                            December 31,            December 31,
                                                                       2003              2002           2003
                                                                 ---------------------------------------------------

<S>                                                                 <C>              <C>                 <C>
      NET INCREASE (DECREASE) IN CASH                               $ 312,635        $ (42,669)          $ 314,875

CASH - Beginning                                                        2,240           44,909                  --
                                                                    ---------        ---------           ---------

CASH - Ending                                                       $ 314,875        $   2,240           $ 314,875
                                                                    =========        =========           =========


SUPPLEMENTAL  DISCLOSURES  OF CASH FLOW  INFORMATION  Cash paid during the years
  for:

    Interest                                                        $      --        $      --           $      --
    Taxes                                                           $      --        $      --           $      --

  Non-cash investing and financing activities:

    Cash received in recapitalization:

      Deferred financing costs                                      $ (83,000)       $      --           $ (83,000)
      Convertible debentures, net of deferred debt
        discount of $575,000                                          242,000               --             242,000
      Accounts payable and accrued expenses                           146,171               --             146,171
      Due to stockholder                                                3,921               --               3,921
      Due to affiliate                                                  4,024               --               4,024
                                                                    ---------        ---------           ---------
                                                                      313,116               --             313,116
      Equity - issuance of common stock                               183,428               --             183,428
                                                                    ---------        ---------           ---------

      Cash received from capitalization                             $ 496,544        $      --           $ 496,544
                                                                    =========        =========           =========
</TABLE>

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


                                                                               6
<PAGE>

                                                  DOMINIX, INC. AND SUBSIDIARIES
                                                   (A Development Stage Company)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 1 - Business and Reverse Merger

       On December 5, 2003,  Dominix  Inc., a publicly - traded  company with no
       active  business  listed on the electronic  bulletin  board,  ("Dominix")
       acquired   100%  of  Jade   Entertainment   Group,   Inc.   ("Jade"),   a
       privately-held  New York Corporation.  Jade and Dominix  collectively are
       referred to as "the Company". Jade is a development stage company engaged
       in the business of operating various adult Internet web-site's  including
       a search  engine for adult  entertainment.  Pursuant to the  Merger,  the
       stockholders of Jade received 85,000,000 shares of Dominix's common stock
       and  82,167  of  Dominix's  Series B  preferred  stock  convertible  into
       781,140,000  shares of  Dominix's  common  stock.  After the  issuance of
       common stock pursuant to various pending conversions including: (i) notes
       plus accrued  interest into 64,000,000  shares of Dominix's common stock,
       (ii) conversion of accounts  payable and accrued  interest into 2,000,000
       shares of Dominix's common stock,  (iii) conversion of series A Preferred
       Stock into  687,999,800  shares of  Dominix's  common  stock and (iv) the
       conversion  of  series B  Preferred  Stock  into  781,140,000  shares  of
       Dominix's common stock,  the shareholders of Jade will own  approximately
       50% of the common  stock of Dominix.  After the  merger,  the two largest
       shareholders  of Jade  assumed the two  highest  executive  positions  of
       Dominix and  effective 10 days from the mailing of Dominix's  information
       statement  to its  stockholders  they  become  members  of the  board  of
       directors of Dominix.

       Accordingly,  this transaction has been accounted for as a reverse merger
       with Jade as the acquirer of Dominix.  The reverse  merger was  accounted
       for as a  recapitalization  of Jade and the stockholders'  equity of Jade
       were retroactively restated to its inception on, July 5, 2001.

       The board of  directors  of Dominix has  approved a  one-for-two  hundred
       reverse stock split,  which is to become effective upon 20 days after the
       mailing of an information statement to its stockholders, see note 9.

       Jade since inception has been  developing its  technology,  marketing its
       website to potential  advertisers and building consumer  awareness of the
       Jade's website and services. Jade's website,  AskJade.com, is a specialty
       search  engine for the adult  entertainment  industry.  Its search engine
       allows  Internet  users to enter a word,  phrase or plain  English  query
       describing what they want located on the Internet. Its search engine then
       displays a selection of websites related to that query. In addition, Jade
       intends to distribute its video library of adult content through both the
       wholesale and retail channels  throughout the United States in 2004. None
       of its  planned  principal  operations  have  generated  any  substantial
       revenue through December 31, 2003.

       Background of public shell (Dominix)

       The  public  company  was  incorporated  under  the laws of the  state of
       Colorado on July 30,  1987 as Apache  Investments,  Inc. In 1995,  Apache
       Investments Inc.  changed its name to Medical  Management  Systems,  Inc.
       ("MMSI").   In  June  2000,   MMSI   completed  a  stock   exchange  with
       Bookdigital.com, Inc. ("BookDigital"),  where MMSI acquired over 99.7% of
       the  stock  of  BookDigital.  In July of  2000,  MMSI  reincorporated  in
       Delaware,  pursuant to a merger with  Dominix,  a  newly-formed  Delaware
       corporation.


                                                                               7
<PAGE>

                                                  DOMINIX, INC. AND SUBSIDIARIES
                                                   (A Development Stage Company)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 1 - Business and Reverse Merger, continued

       Background of Public Shell (Dominix), continued

       During  2000,   Dominix's  business  was  operated  through  BookDigital.
       BookDigital is a Delaware  corporation  formed in March of 1999 and was a
       development-stage  company  engaged in certain areas of web commerce.  In
       2001, due to the decline of the internet industry, Bookdigital.com halted
       development of its  www.Bookdigital.com,  www.bookdigitalschools.com  and
       www.Lawxpress.com web sites and ceased operations. Through the year ended
       December 31, 2003, BookDigital has generated no revenues.

       In January of 2001,  Dominix acquired  approximately 98% of International
       Controllers,  Inc. ("ICON"), a privately-held  Delaware  corporation,  in
       exchange  for  shares  of  its  common  stock.  ICON  is  a  provider  of
       telecommunications  services under various  ethnics'  marketing clubs. In
       April  2002,  the  stock of the  ICON  subsidiary,  including  all of its
       operating assets and liabilities,  was foreclosed by a related party note
       holder as full  satisfaction  of  promissory  notes and  related  accrued
       interest  due such  related  party by ICON.  As a result,  Dominix had no
       active business during the period April 2002 through the merger date with
       Jade.

NOTE 2 - Going Concern and Managements Plans

       The accompanying  consolidated financial statements have been prepared in
       conformity with accounting  principles  generally  accepted in the United
       States of America,  assuming  that the Company  will  continue as a going
       concern.  For the  years  ended  December  31,  2003 and 2002 and for the
       period from  inception  (July 5, 2001)  through  December 31,  2003,  the
       Company had  incurred  losses of  approximately  $186,000,  $113,000  and
       $354,000,  respectively. The Company is in default on certain convertible
       notes payable,  see note 7. These factors raise  substantial  doubt about
       the Company's  ability to continue as a going concern.  In November 2003,
       Dominix  received  proceeds  of  $575,000  from the  sale of  Convertible
       Debentures.  The balance of cash at the merger date with Jade amounted to
       approximately   $497,000.   The  Company's   ability  to  continue  as  a
       going-concern   is  dependent   upon  obtaining   additional   financing,
       restructuring its existing liabilities,  and the successful completion of
       its business plan. The consolidated  financial  statements do not include
       any adjustments  that might result from the outcome of this  uncertainty.
       No  assurance  can be provided  that the Company  will be  successful  in
       locating additional financing or completing its business plan.

NOTE 3 - Summary of Significant Accounting Policies

       Principles of Consolidation

       The consolidated  financial  statements include the accounts of Jade from
       inception (July 5, 2001) to December 31, 2003 and Dominix and BookDigital
       from  the  date of  merger,  December  5,  2003  to  December  31,  2003,
       collectively (the "Company").  All significant  intercompany balances and
       transactions have been eliminated in consolidation.


                                                                               8
<PAGE>

                                                  DOMINIX, INC. AND SUBSIDIARIES
                                                   (A Development Stage Company)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 3 - Summary of Significant Accounting Policies, continued

       Use of Estimates

       The preparation of consolidated  financial  statements in conformity with
       accounting  principles generally accepted in the United States of America
       requires  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  consolidated  financial
       statements and the reported  amounts of revenues and expenses  during the
       reporting period. Actual results could differ from those estimates.

       Video Library

       During  2003  the  Company   acquired  fifty  digitally   mastered  tapes
       containing  adult  content,  which they intent to convert into DVD format
       and  other   media   entertainment.   These   costs  will  be   amortized
       proportionately  with revenue  recognized  related to the distribution of
       the products and licensing revenues. Management believes that this method
       provides a reasonable  matching of expenses with total estimated revenues
       over the periods  that  revenues  associated  with films and programs are
       expected to be realized.  Film and program  amortization will be adjusted
       periodically  to reflect  changes in the  estimates of amounts of related
       future  revenues.  Film and  program  costs  are  stated  at the lower of
       unamortized  cost or estimated  net  realizable  value as determined on a
       specific  identification basis. No films were produced as of December 31,
       2003.

       Property and Equipment

       Property and equipment  are recorded at cost.  The costs of additions and
       betterments are capitalized and  expenditures for repairs and maintenance
       are expensed in the period incurred. When items of property and equipment
       are sold or retired,  the related costs and accumulated  depreciation are
       removed from the accounts and any gain or loss is include in income.  For
       financial reporting, depreciation is provided for under the straight-line
       method,  based upon the estimated useful lives of the respective  assets.
       For tax  purposes,  depreciation  is provided  for under the  accelerated
       method based upon the estimated  useful lives of the  respective  assets.
       The estimated useful life of computer equipment is three years.

       Revenue Recognition

       Revenue  recognized by Jade through December 31, 2003 represents  revenue
       from its search  engine.  Jade  receives a fee when its search  engine is
       used to  complete an online  purchase.  The  revenue is  recognized  upon
       completion of the transaction.  Revenue to be generated under the sale of
       its DVD's and other media  entertainment will be recognized upon shipment
       of the merchandise.

       Banner advertisement  revenue takes place when an affiliate member places
       an advertisement banner on the ASKJADE.COM search engine. When a customer
       clicks  on the  banner  or  "flag"  the  customer  is then  taken to that
       affiliate's  website.  Revenue  is  only  recognized  when  the  customer
       purchases a product or service  from the  affiliate,  only then does Jade
       Entertainment Group, Inc earn revenue.


                                                                               9
<PAGE>

                                                  DOMINIX, INC. AND SUBSIDIARIES
                                                   (A Development Stage Company)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 3 - Summary of Significant Accounting Policies, continued

       Website Development Costs

       The Company  recognizes the costs associated with developing a website in
       accordance with the American  Institute of Certified  Public  Accountants
       ("AICPA")  Statement of Position  ("SOP") No. 98-1,  "Accounting  for the
       Costs of Computer  Software  Developed  or Obtained  for  Internal  Use".
       Relating to website  development  costs the Company  follows the guidance
       pursuant to the Emerging  Issues Task Force (EITF) No. 00-2,  "Accounting
       for Website Development Costs". Internal costs related to the development
       of website  content are  expensed as  incurred.  As of December  31, 2003
       there are no capitalized website development costs.

       Advertising Costs

       Advertising costs are expensed as incurred.  For the years ended December
       31,  2003 and 2002  and for the  period  from  inception  (July 5,  2001)
       through December 31, 2003,  advertising  expense were $4,600,  $3,336 and
       $9,736, respectively.

       Income Taxes

       The Company was not required to provide for a provision  for income taxes
       for the  years  ended  December  31,  2003 and  2002,  as a result of net
       operating losses incurred during those periods.  As of December 31, 2003,
       the Company  had  available  approximately  $3,032,000  of net  operating
       losses ("NOL") plus a capital loss of approximately  $3,013,000 available
       for income tax  purposes  that may be  carried  forward to offset  future
       taxable  income,  if any.  These  carryforwards  expire in various  years
       through 2023. At December 31, 2003,  the Company has a deferred tax asset
       of  approximately   $2,418,000  representing  the  benefits  of  its  net
       operating loss and capital loss carryforwards. The Company's deferred tax
       asset has been fully reserved by a valuation  allowance since realization
       of its benefit is  uncertain.  The  difference  between the statutory tax
       rate of 40% and  the  Company's  effective  tax  rate  (0%) is due to the
       increase in the valuation allowance of $74,000.  The Company's ability to
       utilize  its  carryforwards  may be  subject to an annual  limitation  in
       future  periods  pursuant to Section 382 of the Internal  Revenue Code of
       1986, as amended and separate return limitation year ("SRLY") rules.

       Loss Per Share

       Basic net loss per common share has been  computed  based on the weighted
       average number of shares of common stock  outstanding  during the periods
       presented. Common stock equivalents,  consisting of warrants, convertible
       debentures and preferred stock discussed in the notes to the consolidated
       financial statements, were not included in the calculation of the diluted
       loss per share  because  their  inclusion  would  have had the  effect of
       decreasing the loss per share otherwise computed.


                                                                              10
<PAGE>

                                                  DOMINIX, INC. AND SUBSIDIARIES
                                                   (A Development Stage Company)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 3 - Summary of Significant Accounting Policies, continued

       Fair Value of Financial Instruments

       The  consolidated  financial  statements  include various  estimated fair
       value  information  at December  31, 2003 as  required  by  Statement  of
       Financial  Accounting  Standards  107,  "Disclosures  about Fair Value of
       Financial Instruments." Such information, which pertains to the Company's
       financial  instruments,  is based on the  requirements  set forth in that
       Statement  and does not purport to represent the aggregate net fair value
       to the Company.

       The  following  methods and  assumptions  were used to estimate  the fair
       value of each class of financial  instruments for which it is practicable
       to estimate that value.

       Accounts Payable:  The carrying amounts approximate fair value because of
       the short maturity of those instruments.

       Convertible  Debentures:  The carrying  amounts plus related  unamortized
       deferred debt discount of the  debentures  approximate  fair value due to
       the length of the  maturities,  the  interest  rates being tied to market
       indices  and/or  due  to  the  interest  rates  not  being  significantly
       different from the current market rates available to the Company.

       All of the Company's  financial  instruments  are held for purposes other
       than trading.

       Stock-Based Compensation

       The  Company   follows  SFAS  No.  123,   "Accounting   for   Stock-Based
       Compensation."   SFAS  No.  123  establishes   accounting  and  reporting
       standards for stock-based  employee  compensation  plans.  This statement
       allows  companies  to  choose  between  the fair  value-based  method  of
       accounting as defined in this  statement  and the  intrinsic  value-based
       method of accounting as prescribed by Accounting Principles Board Opinion
       No. 25 ("APB 25"), "Accounting for Stock Issued to Employees."

       The Company has  elected to  continue to follow the  accounting  guidance
       provided by APB 25, as permitted for stock-based compensation relative to
       the Company's  employees.  Stock and options  granted to other parties in
       connection with providing goods and services to the Company are accounted
       for under the fair value method as prescribed by SFAS 123.

       In December 2002, the Financial Accounting Standard Board ("FASB") issued
       SFAS No. 148,  "Accounting for Stock-Based  Compensation - Transition and
       Disclosure - an  Amendment of SFAS  Statement  No. 123".  This  statement
       amends SFAS No. 123 to provide  alternative  methods of transition  for a
       voluntary  change  to the  fair  value-based  method  of  accounting  for
       stock-based employee  compensation.  In addition,  SFAS No.148 amends the
       disclosure  requirements of SFAS No. 123 to require prominent disclosures
       in both  annual  and  interim  financial  statements  about the method of
       accounting for stock-based  employee  compensation  and the effect of the
       method used on reported  results.  SFAS No. 148 also  requires that those
       effects be disclosed more  prominently  by specifying the form,  content,
       and  location of those  disclosures.  The Company  adopted the  increased
       disclosure  requirements  of SFAS No. 148 during the year ended  December
       31, 2003.


                                                                              11
<PAGE>

                                                  DOMINIX, INC. AND SUBSIDIARIES
                                                   (A Development Stage Company)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 3 - Summary of Significant Accounting Policies, continued

       Stock-Based Compensation, continued

<TABLE>
<CAPTION>
                                                                                                       Cumulative
                                                                                                     Period July 5,
                                                                       For the Years Ended              2001 to
                                                                          December 31,                December 31,
                                                                      2003             2002               2003
                                                                ------------------------------------------------------
<S>                                                                 <C>               <C>                <C>
     Net loss attributable to common stockholders,
       as reported                                                  $(171,769)        $(121,555)         $(339,772)

     Add:  stock-based employee compensation
                 expense included in reported net loss
                 applicable to common stockholders                         --                --                 --

     Less:  total stock-based employee
               compensation expense determined
               under the fair value-based method of
               all awards                                                    --                --               --
                                                                    ---------         ---------          ---------

     Proforma net loss attributable to common
       stockholders                                                 $(171,769)        $(121,555)         $(339,772)
                                                                    =========         =========          =========


     Basic and Diluted Net Loss Attributable to
       Common Stockholders:

         As reported                                                   $0.00             $0.00             $0.00
                                                                       =====             =====             =====
         Proforma                                                      $0.00             $0.00             $0.00
                                                                       =====             =====             =====
</TABLE>

       Impact of Recently Issued Accounting Standards

       In April 2002, the Financial  Accounting  Standards Board ("FASB") issued
       SFAS No. 145,  "Rescission of FASB Statement No. 4, 44 and 64,  Amendment
       of FASB  Statement  No.  13,  and  Technical  Corrections".  SFAS No. 145
       requires that gains and losses from  extinguishment of debt be classified
       as  extraordinary  items  only if they meet the  criteria  in  Accounting
       Principles  Board  Opinion  No.  30  ("Opinion  No.  30").  Applying  the
       provisions of Opinion No. 30 will distinguish  transactions that are part
       of an  entity's  recurring  operations  from those that are  unusual  and
       infrequent that meets the criteria for classification as an extraordinary
       item. The adoption of SFAS No. 145 did not have a material  impact on the
       Company's financial position and results of operations.


                                                                              12
<PAGE>

                                                  DOMINIX, INC. AND SUBSIDIARIES
                                                   (A Development Stage Company)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 3 - Summary of Significant Accounting Policies, continued

       Impact of Recently Issued Accounting Standards, continued

       In June  2002,  the FASB  issued  SFAS No.  146,  "Accounting  for  Costs
       Associated  with Exit or  Disposal  Activities."  SFAS No. 146  addresses
       accounting  and  reporting  for costs  associated  with exit or  disposal
       activities  and  nullifies  Emerging  Issues Task Force  Issue No.  94-3,
       "Liability  Recognition  for Certain  Employee  Termination  Benefits and
       Other Costs to Exit an Activity  (Including  Certain Costs  Incurred in a
       Restructuring)".  SFAS  No.  146  requires  that a  liability  for a cost
       associated  with an exit or disposal  activity be recognized and measured
       initially at fair value when the  liability is incurred.  SFAS No. 146 is
       effective for exit or disposal  activities that are initiated after March
       31, 2003,  with early  application  encouraged.  The Company adopted this
       statement on January 1, 2002.

       In November  2002,  the FASB issued  Interpretation  No. 45,  Guarantor's
       Accounting and Disclosure Requirements for Guarantees, Including Indirect
       Guarantees  of  Indebtedness  of Others  ("FIN  45").  FIN 45  requires a
       company,  at the time it issues a  guarantee,  to  recognize  an  initial
       liability for the fair value of  obligations  assumed under the guarantee
       and elaborates on existing disclosure  requirements related to guarantees
       and  warranties.  The  initial  recognition  requirements  of  FIN 45 are
       effective  for  guarantees  issued or  modified  after March 31, 2003 and
       adoption of the  disclosure  requirements  are  effective for the Company
       during the first quarter  ending January 31, 2003. The adoption of FIN 45
       did not have a material  impact on the Company's  financial  position and
       results of operations.

       In January 2003, the FASB issued Interpretation Number 46, "Consolidation
       of Variable  Interest  Entities" ("FIN No. 46"). This  interpretation  of
       Accounting  Research  Bulletin  ("ARB") No. 51,  "Consolidated  Financial
       Statements,"  provides guidance for identifying a controlling interest in
       a variable interest entity ("VIE") established by means other than voting
       interests.  FIN  No.  46  also  requires  consolidation  of a  VIE  by an
       enterprise that holds such a controlling  interest. In December 2003, the
       FASB completed its deliberations  regarding the proposed  modification to
       FIN No. 46 and issued  Interpretation  Number  46(R),  "Consolidation  of
       Variable  Interest  Entities - an Interpretation of ARB No. 51" ("FIN No.
       46(R)").  The decisions reached included a deferral of the effective date
       and  provisions  for  additional  scope  exceptions  for certain types of
       variable interests.


                                                                              13
<PAGE>

                                                  DOMINIX, INC. AND SUBSIDIARIES
                                                   (A Development Stage Company)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 3 - Summary of Significant Accounting Policies, continued

       Impact of Recently Issued Accounting Standards, continued

       Application  of FIN No.  46(R) is required  in  financial  statements  of
       public  entities that have  interests in VIEs or potential  VIEs commonly
       referred to as special-purpose entities for periods ending after December
       15, 2003.  Application  by public  small  business  issuers'  entities is
       required  in all  interim  and annual  financial  statements  for periods
       ending  after  December  15,  2004.  The adoption of FIN No. 46(R) is not
       expected  to have  an  impact  on the  Company's  consolidated  financial
       position, results of operations or cash flows.

       In April 2003, the FASB issued SFAS No. 149,  "Amendment of Statement 133
       on Derivative  Instruments and Hedging  Activities." The statement amends
       and clarifies  accounting for derivative  instruments,  including certain
       derivatives  instruments  embedded  in other  contracts  and for  hedging
       activities  under SFAS No. 133. This statement is effective for contracts
       entered into or modified after June 30, 2003,  except as stated below and
       for hedging  relationships  designated  after June 30, 2003 the  guidance
       should be applied  prospectively.  The  provisions of this statement that
       relate to SFAS No. 133,  Implementation  Issues, that have been effective
       for fiscal quarters that began prior to June 15, 2003, should continue to
       be applied in accordance  with respective  effective  dates. In addition,
       certain provisions  relating to forward purchases or sales of when-issued
       securities or other  securities that do not yet exist,  should be applied
       to existing  contracts as well as new  contracts  entered into after June
       30, 2003.  The adoption of SFAS No. 149 is not expected to have an impact
       on the Company's financial position and results of operations.

       In May 2003,  the FASB  issued  SFAS No.  150,  "Accounting  for  Certain
       Financial  Instruments  with  Characteristics  of  Both  Liabilities  and
       Equity".  SFAS No.  150  establishes  standards  for  classification  and
       measurement in the statement of financial  position of certain  financial
       instruments  with  characteristics  of both  liabilities  and equity.  It
       requires  classification  of a  financial  instrument  that is within its
       scope as a liability (or an asset in some circumstances). SFAS No. 150 is
       effective for financial  instruments  entered into or modified  after May
       31, 2003 and,  otherwise,  is  effective  at the  beginning  of the first
       interim period  beginning  after June 15, 2003. The Company  adopted SFAS
       No. 150 in the quarter  ended  September  30, 2003.  The adoption did not
       have an impact on the condensed financial statements.


                                                                              14
<PAGE>

                                                  DOMINIX, INC. AND SUBSIDIARIES
                                                   (A Development Stage Company)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 4 - Property and Equipment

       Property and equipment consists of the following at December 31, 2003:

       Computer equipment                                              $6,845
       Less:  accumulated depreciation                                   (119)
                                                                       ------

               Property and Equipment, Net                             $6,726
                                                                       ======

       Depreciation  expense for the years ended  December 31, 2003 and 2002 was
       $119 and $--, respectively.

NOTE 5 - Deferred Financing Cost

       Deferred financing cost consists of the following at December 31, 2003:

       Deferred financing cost                                         $83,000
       Less:  accumulated amortization                                  (7,000)
                                                                       -------

               Deferred Financing Cost, Net                            $76,000
                                                                       =======

       Amortization of the deferred  financing cost for the years ended December
       31, 2003 and 2002 was $7,000 and $--, respectively, see Note 7.

NOTE 6 - Due from Affiliate

       The Company  advanced amounts to a public company  MarketShare  Recovery,
       Inc  ("MarketShare"),  related by virtue of common  management during the
       year ended  December 31, 2003.  The amount due as of December 31, 2003 of
       approximately  $46,000 is unsecured and  non-interest  bearing.  In March
       2004,  Jade  forgave  repayment of the amount due in exchange for the use
       through a  sublicense  to use  MarketShare's  database  for a term of ten
       years to be used to operate its website, see note 12.


                                                                              15
<PAGE>

                                                  DOMINIX, INC. AND SUBSIDIARIES
                                                   (A Development Stage Company)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 7 - Convertible Debentures

       Convertible debentures at December 31, 2003 consist of the following:

      a)    Convertible  debenture  (default),   due  on  demand,
            bearing  interest  at 8%  per  annum.  The  debenture
            contains a provision  for  conversion at the holder's
            option including accrued interest, into the Company's
            common  stock at a  conversion  price equal to 70% of
            the  average  closing  bid  price per share of common
            stock  for  the   five-day   period   prior  to  such
            conversion. The related beneficial conversion feature
            has been fully charged to interest expense by Dominix
            in prior years.                                            $100,000

      b)    Convertible  debentures  (default),  due  on  demand,
            bearing  interest  at 12% per annum.  The  debentures
            contain a provision for  conversion,  at the holder's
            option including accrued interest, into the Company's
            common  stock at a  conversion  price equal to 70% of
            the  average  closing  bid  price per share of common
            stock  for  the   five-day   period   prior  to  such
            conversion,  subject to maximum  conversion prices of
            $.10  to  $.40  per  share.  The  related  beneficial
            conversion feature has been fully charged to interest
            expense by Dominix in prior years.                          142,000

      c)    Convertible   debentures,   due  November  30,  2004,
            bearing  interest  at 7% per  annum.  The  debentures
            contain a provision for  conversion,  at the holder's
            option  including  accrued  interest on a one for one
            basis, into units of securities  comprising of common
            stock and  warrants  to  purchase  one-half  share of
            common  stock at $.00875 per share for two years from
            the date of issuance,  net of deferred  debt discount
            of $527,100.                                                 47,900
                                                                       --------

                Total Convertible Debentures                            289,900

       Less:  current portion                                           289,900
                                                                       --------

                Long-Term Debt, Net of Current Portion                 $     --
                                                                       ========

     b)   The  Company   entered  into   agreements  with  six  holders  of  12%
          convertible  debentures  totaling $112,000 who agreed to convert their
          debentures  for a total  of  189,000  shares  of  common  stock  to be
          delivered   following   any  reverse  stock  split  of  the  Company's
          outstanding common stock.


                                                                              16
<PAGE>

                                                  DOMINIX, INC. AND SUBSIDIARIES
                                                   (A Development Stage Company)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 7 - Convertible Debentures, continued

       c)   In  November  2003,  Dominix  completed  the sale of 7%  Convertible
            Debentures  resulting  in gross  proceeds  of  $575,000.  The  gross
            proceeds were  allocated  64.05% or $368,270 to the notes and 35.95%
            or $206,730 to the warrants.  The conversion price of the debentures
            was below the market price of the Company's common stock at December
            31,  2003,  which  resulted in a  beneficial  conversion  feature of
            $368,270.  The debentures may be redeemed by Dominix,  on a pro-rata
            basis  for  120%  of the  principal  amount  and  are  automatically
            convertible  into common stock upon  completion of the reverse stock
            split.

            The conversion price and market price of common stock at the date of
            issuance was $.005 and $.01,  respectively.  In connection with this
            private  placement,  Dominix issued to the placement agents warrants
            to  purchase a total of  3,000,000  shares of the  Dominix's  Common
            Stock valued at $23,000 and incurred  $60,000 of other debt issuance
            costs.  Such amount was recorded as deferred  financing costs and is
            being charged to interest expense over the term of the loan.

            In accordance with EITF 00-27 the amount allocated to the beneficial
            conversion  feature was limited to the net  proceeds of the offering
            less the value  allocated to the warrants  issued to the purchasers.
            The amount  allocated  to the  warrants  of  $206,730  and the total
            amount of the beneficial  conversion  features of $368,270 were both
            recorded  as a  deferred  debt  discount  and are  being  charge  to
            interest expenses over the term of the notes.

NOTE 8 - Accounts Payable and Accrued Liabilities

       Accounts payable and accrued  liabilities at December 31, 2003 consist of
       the following:


        Interest                                                        $ 86,960
        Litigation claims                                                 52,230
        Professional fees                                                 50,479
        Other                                                              7,488
                                                                        --------

                                                                        $197,157
                                                                        ========


NOTE 9 - Stockholders' Deficiency

       During  2002 and 2001,  Jade issued  424,799  and  500,000  shares of its
       common  stock for  services  valued at $7,294 and  $1,400,  respectively.
       These shares were  retroactively  restated at one share of Jade's  common
       stock for 39.18 shares of Dominix's  common stock in accordance  with the
       accounting for the recapitalization.


                                                                              17
<PAGE>

                                                  DOMINIX, INC. AND SUBSIDIARIES
                                                   (A Development Stage Company)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 9 - Stockholders' Deficiency, continued

       During 2002 and 2001 Jade sold 48,883 and 1,196,000  shares of its common
       stock  for  $61,249  and   $98,100,   respectively.   These  shares  were
       retroactively  restated  at one  share of Jade's  common  stock for 39.18
       shares of Dominix's  common stock in accordance  with the  accounting for
       the recapitalization.

       Series A Cumulative Convertible Preferred

       Each share has  rights  including;  cumulative  dividend  rights  without
       stated amount,  liquidation  preference of $.075 per share, voting rights
       of 200 votes per share,  piggy back  registration and is convertible into
       200 shares of common stock. Each share is automatically  convertible into
       common stock upon 20 days after the mailing of the information  statement
       to the stockholders, which has not yet been mailed.

       Series B Convertible Preferred

       Each  share has rights  including;  liquidation  preference  of $.075 per
       share,  voting rights of 9,507 votes per share,  and is convertible  into
       common  stock  at a ratio of 1 to  9,507.  Each  share  is  automatically
       convertible  into  common  stock  upon 20 days  after the  mailing of the
       information statement to the stockholders, which has not yet been mailed.

       Warrants Granted

       Dominix  granted  warrants  to  purchase  for two years  from the date of
       issuance a total of 57,500,000  shares of its common stock at an exercise
       price  of  $.00875  of  Dominix's  Common  Stock in  connection  with the
       placement of $575,000, 7% convertible debentures, see note 7.

       Changes in Capital Structure

       On December 16, 2003, Dominix filed with the SEC an information statement
       notifying  the  stockholders  of the Company that written  consents  from
       principal  stockholders,  who  collectively  own in  excess of 50% of the
       Company's  common  stock,  were  obtained and  approved an amendment  and
       restatement of its Certificate of  Incorporation,  which: (i) changes its
       name to "110 Media Group",  (ii) reverse splits the outstanding shares of
       its common stock one-for-two hundred;  (iii) changes the number of shares
       of common stock the Company is  authorized to issue to  50,000,000,  (iv)
       increases the number of shares of preferred  stock,  no par value,  it is
       authorized  to issue from  5,000,000 to  10,000,000,  and the adoption of
       Dominix's  2003 Equity  Incentive  Plan.  These  actions  will not become
       effective until 20 days after the mailing of the information statement to
       the stockholders, which has not yet been mailed.

       On December 18, 2003, Dominix filed with the SEC a registration statement
       registering  100,000,000  shares of its common stock, $.001 par value, to
       be issued pursuant to the corporation's  2003 Equity Incentive Plan equal
       to 500,000 shares of post reverse split common stock,  which shall not be
       issued until the  effectiveness  of the reverse split of the common stock
       of the Company.


                                                                              18
<PAGE>

                                                  DOMINIX, INC. AND SUBSIDIARIES
                                                   (A Development Stage Company)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 9 - Stockholders' Deficiency, continued

       2003 Equity Incentive Plan

       Dominix has a "2003 Equity Incentive Plan" for key employees, consultants
       and  stockholders  by providing  them with  additional  incentives and an
       opportunity  to obtain or  increase  their  proprietary  interest  in the
       Company,  thereby  encouraging  them to  continue  in the  employ  of the
       Company  or any of its  affiliates.  The  plan  designates  the  Board of
       Directors the authority to grant or award to eligible participants of the
       company and its  subsidiaries  and  affiliates,  until November 17, 2013,
       stock options,  stock appreciation  rights,  restricted stock performance
       stock  awards  and bonus  stock  awards for up to  600,000,000  shares of
       Dominix's  common  stock.  On November 17,  2003,  the Board of Directors
       awarded  100,000,000  shares  (500,000 post reverse stock split) of bonus
       stock for future  services  to  several  individuals  effective  upon any
       reverse split of Dominix's common stock.

       Earnings Per Share

       Securities that could potentially dilute basic earnings per share ("EPS")
       in the future that were not  included in the  computation  of diluted EPS
       because to do so would have been  anti-dilutive for the periods presented
       consist of the following:

<TABLE>
<CAPTION>
                                                                                       Pre-Split           Post-Split

<S>                                                                                     <C>                   <C>
      Convertible debentures and accrued interest                                       179,000,000           895,000
      Accounts payable and accrued interest                                               2,000,000            10,000
      Convertible Series `A' preferred stock                                            687,999,800         3,439,999
      Convertible Series `B' preferred stock                                            781,140,000         3,905,700
      Equity grant recipients                                                           100,000,000           500,000
      Warrants to purchase common stock - deferred financing                              3,000,000            15,000
      Warrants to purchase common stock - debentures                                     57,500,000           287,500
                                                                                      -------------        ----------

                Total as of December 31, 2003                                         1,810,639,800         9,053,199
                                                                                      =============        ==========
</TABLE>


NOTE 10 - Commitments and Contingencies

       Marketing Agreement - related party

       Jade had a marketing agreement with MarketShare on a month to month basis
       that called for  payments of $5,000 per month,  which  terminated  during
       2002.  Jade paid  approximately  $26,000  during  2002  relating  to this
       agreement.

       Sublease Agreement - related party

       Jade had a sub-lease agreement with MarketShare that provided for the use
       of office space, office equipment,  telephone,  internet access and other
       amenities  as needed.  The amount of monthly  rent paid was not to exceed
       $1,800  per month  and the  agreement  was month to month and  terminated
       during 2002. Jade paid approximately  $9,000 during 2002 relating to this
       agreement.


                                                                              19
<PAGE>

                                                  DOMINIX, INC. AND SUBSIDIARIES
                                                   (A Development Stage Company)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 10 - Commitments and Contingencies, continued

       Other Contingencies

       As indicated in Note 1, the  operations of Jade are  concentrated  in the
       facilitation  of  electronic  identification  and  distribution  of adult
       content.  There may be laws or  regulations in the United States or other
       countries that may affect the operations of the Company.

       Lease Obligations

       Dominix  abandoned  office space during 2001 under three  separate  lease
       agreements,  which provide for average  minimum  monthly  lease  payments
       remaining under the lease agreements ranging from approximately $3,000 to
       $22,000 per month  expiring in various  years  through  2007.  Dominix is
       contingently  liable for  liquidating  damages for the failure to observe
       covenants  contained  in the leases and any  deficiency  between the rent
       commitments  and the net amount of any rents  collected by the  landlords
       for the  demised  premises  for each  month of the  period,  which  would
       otherwise  have  constituted  the  balance  of the  term  of the  leases,
       including   expenses   incurred  by  the  landlords  in  connection  with
       re-letting the space.  The estimated  liquidating  damages for the re-let
       space as of December 31, 2003 approximate the security  deposits retained
       by the landlords in accordance with these lease agreements.

       Employment Agreements

       The Company has  employment  contracts  with three key employees  through
       June  2007  that  provide  for  minimum  annual   salary,   adjusted  for
       cost-of-living  changes,  bonus,  certain  reimbursed  expenses,  with an
       automatic two year extension period.

       Future minimum payments under the contracts are as follows:

                        For the Years Ending
                             December 31,                      Amount
                  -------------------------------------------------------
                                2004                         $270,000
                                2005                          270,000
                                2006                          200,000
                                                            ---------


                                Total                        $740,000
                                                            =========


       The Company  agreed to issue,  after its pending 1 for 200 reverse  stock
       split  100,000  shares of its  restricted  common stock to a key employee
       that will vest according to the following schedule: 40,000 shares vesting
       and  deliverable  post the  effectiveness  of a reverse  split and 20,000
       shares  vesting  upon  the,  twelve,   eighteen  and  twenty-four   month
       anniversaries of the effective date of his employment.


                                                                              20
<PAGE>

                                                  DOMINIX, INC. AND SUBSIDIARIES
                                                   (A Development Stage Company)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 10 - Commitments and Contingencies, continued

       Litigation

       An attorney,  Robert Fierman,  Esq.,  served a summons and is seeking the
       payment of legal fees in the amount of $22,230,  plus  interest.  Dominix
       and Mr. Fierman  entered into an agreement  whereby in full settlement of
       all claims of Mr. Fierman against Dominix, Dominix agreed to issue 10,000
       shares of its common stock to be delivered  following  any reverse  stock
       split of the Company's  outstanding  common stock.  These shares have not
       been issued as of December 31, 2003.

       In  addition,  at December  31,  Dominix has $30,000  accrued for several
       legal judgments  outstanding.  It is reasonably possible that Dominix may
       settle these claims for an amount different than what has been accrued.

NOTE 11 - Terminated Proposed Acquisitions

       MarketShare Recovery, Inc.

       In September  2003 Dominix  entered into an amended letter of intent (the
       "Amended  LOI")  relating to the proposed  acquisition  by the Company of
       certain  assets of  MarketShare  Recovery  Inc.,  a Delaware  corporation
       ("MarketShare").  MarketShare  is an on-line  advertising  and  marketing
       company and is a publicly  reporting  company  (OTC BB:  MSRY).  In March
       2004,  Dominix  entered into a  termination  agreement  with  MarketShare
       Recovery Inc.,  canceling the proposed  acquisition  of  MarketShare  and
       simultaneously entered into a database license agreement between Jade and
       MarketShare (see note 12).

NOTE 12 - Subsequent Events

       License Agreement

       In March  2004,  Jade  entered  into a database  license  agreement  with
       MarketShare  to use and to sublicense  the use of its database for a term
       of ten years and  forgave  the  repayment  of  approximately  $46,000  of
       advances made to MarketShare by Jade.

       Sub-Lease Agreement

       Jade and MarketShare sub agreed to share the expense of office facilities
       occupied  by them  jointly  under a lease held by  MarketShare  beginning
       January 1, 2004.


                                                                              21