================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON D.C.

                                   FORM 10-QSB


     [X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934

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

          For the Quarter Ended March 31, 2002


                          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 Number)
of incorporation or organization)

           150 Broad Hollow Road, suite 103, Melville, New York 11747
                    -----------------------------------------
                     Address of principal executive offices


               Registrant's telephone number, including area code:
                                  631-424-4833


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



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

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


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:  91,826,987
                                           -------------------------------------

Transitional Small Business Disclosure Format (Check one):  Yes [ ]   No [X]

================================================================================
<PAGE>
                                  DOMINIX, INC.

                               Form 10-QSB- Index

                      For the Quarter Ended March 31, 2002





PART I                                                                   Page
                                                                         ----
     Item 1.   Consolidated Financial Statements .....................    F-1
     Item 2.   Management Discussion and Analysis ....................    1

PART II

     Item 1.   Legal Proceedings .....................................     3
     Item 2.   Change in Securities ..................................     3
     Item 3.   Defaults Upon Senior Securities .......................     3
     Item 4.   Submission of Matters to a Vote of
                 Security Holders Disclosures ........................     4
     Item 5.   Other Information .....................................     4
     Item 6.   Exhibits and Reports on Form 8-K ......................     4

     Signatures ......................................................     5




     This Form 10-QSB 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.





                                       ii
<PAGE>
                                     PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

Reports are contained starting Page F-1.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANAYSIS

DESCRIPTION OF BUSINESS:
Dominix, Inc. ("We", "Us" or the "Company") is a Delaware corporation, which
completed its re-incorporation in August 2000. Prior to August 2000, we were a
Colorado corporation and our name was Medical Management Systems, Inc. ("MMGS").
In May and June 2000 we conducted an Exchange Offer where we acquired over 99%
of the stock of Bookdigital.com, Inc., which operates several web sites that
make books, primarily reference books, e-education, legal materials, and
educational materials available for free and to paid subscribers. On January
2001, the Company acquired International Controllers, Inc. a privately held
Delaware corporation ("ICON") in an exchange of stock transaction with its
principal. ICON is an Internet Telephony company that builds and markets
eClubsworldwide(TM). ICON's eClubs(TM) are localized business units that use low
cost, Internet-based telephony service as the marketing magnet for building
ethnic-specific membership.

BACKGROUND:
Medical Management Systems, Inc. (MMGS) was a Colorado corporation. It was
initially incorporated as Apache Investments. The name was changed in 1991 to
Dog World, Inc. and in 1995 this name was changed to Medical Management Systems,
Inc. On April 17, 2000 an agreement was signed whereby BookDigital.com
("BookDigital") directors became directors of MMGS and the MMGS directors
resigned. As part of the transaction, BookDigital agreed to pay $200,000 to MMGS
to satisfy unpaid wages.

In May and June 2000 MMGS conducted the Exchange Offer for all of the shares of
Bookdigital.com. The Exchange Offer provided that each share of Bookdigital.com,
Inc. could be exchanged for .31133 of MMGS shares.Over 99% of Bookdigital.com's
shares were exchanged for MMGS in the Exchange Offer and the former holders of
Bookdigital.com received approximately 93% of MMGS issued and outstanding stock.
In August 2000, we completed our re-incorporation merger where we became a
Delaware corporation named Dominix, Inc. The shares of Medical Management
Systems, Inc. were exchanged for the shares of Dominix, Inc. on a one for one
basis.

Bookdigital.com Inc., is a Delaware corporation formed in March of 1999 and was
a development stage company engaged in certain areas of web commerce.
Bookdigital.com was comprised of three sites/divisions, www.bookdigital.com, a
general comprehensive online reference site, www.bookdigitalschools.com, a site
that serves schools, and www.lawexpress.com, an online legal subscription
service for attorneys, consultants and paralegals. The
www.bookdigitalschools.com web site was designed to serve primary and secondary
schools. www.bookdigitalschools.com offers schools the "Total Internet Education
Solution" "TIES(TM)") internet package which includes a customized school
browser, real time and taped tutoring via the Internet, calendaring, chat rooms,
community news and activities, school events and other features. Due to the
current state of decline of the Internet industry, Bookdigital.com has halted
development of its www.bookdigital.com, www.bookdigitalschools.com,
www.lawxpress.com web sites.

On January 10, 2001, the Company acquired International Controllers, Inc. a
privately held Delaware corporation ("ICON") in an exchange of stock transaction
with its principal.

Under the terms of the Acquisition, all of the outstanding shares of ICON were
exchanged for an aggregate 1,464,000 shares of the Dominix common stock,
representing approximately 18% of
<PAGE>
Registrant's then outstanding common stock. All of these shares are owned by
Enrique J. Abreu the former principal of ICON. As a result of the transaction,
ICON because a wholly owned subsidiary of the Company. In conjunction with the
acquisition of ICON, Dominix entered into a loan repayment agreement as well as
a Guarantee and Security agreement with the major debt-holders of ICON. Also,
pursuant to the terms of the transaction, Dominix Chairman and CEO, Ray Vahab,
resigned and was replaced by Mr. Abreu. Mr. Vahab also resigned his position as
a director of the Company and was replaced by Mr. Abreu.

ICON is an Internet Telephony company that builds and markets
eClubsworldwide(TM). ICON's eClubs(TM) are localized business units that use low
cost, Internet-based telephony service as the marketing magnet for building
ethnic-specific membership and rapidly growing revenues. EClubs are ICON's
marketing engines that sell unique but essential products and services to ethnic
communities and country-specific businesses throughout the world. The foundation
of each eClub is technology invented by ICON. The IQ-150(TM) Intelligent Switch
and IQ-Business Solutions(TM) allow each eClub to provide Internet telephone
service to members who want to call home. Each eClubs' country-specific rate
plan is a price leader in its market--creating growth magnets for membership.
ICON has also 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. ICON has also 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.

ICON's headquarters is located at 2777 Summer Street in Stamford, Connecticut,
which has 4,100 square feet of office space. The offices accommodate corporate
staff, engineering lab, and network operations center (NOC). The Company has
switching facilities and call centers located in Stamford, Connecticut, New York
City, Los Angeles, Manila (Philippines), Moscow and St. Petersburg (Russia), and
Caracas (Venezuela).

Due to the recent state of decline of the Internet industry, Dominix halted
development of its www.bookdigital.com, www.bookdigitalschools.com,
www.lawxpress.com web sites. The company has instead used its marketing
expertise as well as newly acquired telecommunication infrastructure
capabilities (through the acquisition of ICON), to focus on garnering e-rate
contracts.

On February 14, 2001, Dominix rescinded its agreement to acquire Syndata
Technologies, Inc.

SUBSEQUENT EVENTS:
On April 29, 2002, the debtholder for ICON, declared a default of the
obligations of the Registrant for the purchase of ICON and served a Demand for
Collateral due to the default in the amount of $2,369,206 of the Registrant.
Pursuant to the Demand, Nativity Realty, Inc., elected to take possession of the
9,408,165 shares of ICON, held as collateral for full consideration of the
amount due under the Loan Guarantee and Security Agreement. Therefore, pursuant
to the foreclosure of the secured collateral, effective April 30, 2002, the
Registrant was no longer in control of ICON.

In addition, effective April 30,2002, the company entered into a Debt Conversion
Agreement with Diversified Capital Holdings, Inc. ("Diversified"). Pursuant to
the Agreement, the Company 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 the Company.

PLAN OF OPERATION
Currently, the Registrant has limited operating businesses. It is the intention
of the current management to locate a new business opportunity, either by
acquisition of assets, stock or as a result of a merger. The Registrant may not
have enough liquidity to continue to fund its operations for the next fiscal
year. While the Registrant searches for a business opportunity, it still must
expend funds for professional services. In light of this requirement, it may be
necessary for the Registrant to seek additional funds through convertible
debentures or other equity sales.

                                        2
<PAGE>
                                     PART II

ITEM 1. LEGAL PROCEEDINGS

On 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 involves Mr
Vahab, Ms. Yamani and affiliates transferring some their shares to various
individuals and organizations who were affiliated with ICON. The settlement also
involves a payment plan for a total amount of $360,000, wherein certain shares
by Mr. Vahab and Ms. Yamani are to deposited in a third party escrow account
which will be used as the collateral for the payment plan. As part of the
settlement, a mutual general release was entered into by Mr. Vahab, Ms Yamani
and affiliates with the Company, ICON and its affiliates. The Company has
received a formal notice of a Default on the Settlement Agreement for failure to
make $60,000 worth of scheduled payments. New management of the Registrant
continues to negotiate on a new settlement agreement with Mr. Vahab and Ms.
Yamani.

There is a possible legal action with respect to the former consultant of the
Company, Andrew Racz and Mr. Racz's company Beral Inc. for misappropriation of
shares that the company recovered from previous consultants who were improperly
issued shares for work that was not fully performed. The Registrant has not
reached a determination as to whether or not to proceed.

Bookdigital.com, a subsidiary of Dominix was involved in an arbitration
proceeding with a former employee (Mr. Colucci) alleging improper termination
and demanding pay for the remainder of contract. The Arbitration Association
ruled that Mr. Colucci was improperly terminated by the former President and
awarded that Mr. Collucci is "entitled to the continuation of his salary from
June 23, 2000 up to the end of his contract to be paid in accordance with the
payroll practices of Bookdigital.com". Bookdigital.com's position was that,
because of the downturn of the Internet Industry in 2000, the division where Mr.
Colucci was working was closed down on September 2000.

The Company was previously contacted by an attorney representing 10 investors in
a private placement offering of securities of Bookdigital.com alleging
irregularities by the former CEO in the offering. Previous management met
with the investor group to discuss a potential resolution.

ITEM 2. CHANGES IN SECURITIES

SERIES A PREFERRED STOCK
On April 29, 2002, our prior Board of Directors authorized the designation up to
1,333,333 shares of our Series A Preferred Stock, which is convertible into
common stock at a ratio of 1 to 100. The Series A Preferred Stock has voting
rights and ranks as follows with respect to dividend rights and rights upon
liquidation, winding up and dissolution: (a) senior to any other series of
Preferred Stock (except as established by the Board of Directors), (b) on parity
with any other series of Preferred Stock established by the Board of Directors,
and (c) prior to any other of our equity securities, including our common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

On November 30, 2001, the Company sold, in a private placement, a 6% Convertible
Debenture with a face amount of $100,000, as well as additional consideration.
Pursuant to a Registration Rights Agreement, the holders of the debentures were
granted mandatory registration rights, which required the Company to register
the securities to be converted from the Debentures by March 31, 2002. The

                                        3
<PAGE>
Company failed to register the securities by March 31, 2002, and accordingly was
in default under the various agreements.

Effective April 30, 2002, the company entered into a Debt Conversion Agreement
with Diversified Capital Holdings, Inc. ("Diversified"). Pursuant to the
Agreement, the Company 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 the Company. Currently, the Registrant has no
operating business. It is the intention of the current management to locate a
new business opportunity, either by acquisition of assets, stock or as a result
of a merger.

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

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. 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.

        (a)  (3)    EXHIBITS.
             All of the items below are incorporated by reference to the
Registrant's General Form 10SB and amendments for Registration of Securities as
previously filed.

                       EXHIBITS AND SEC REFERENCE NUMBERS

        Number      Title of Document
        ------      -----------------
        2(a)        Certificate of Incorporation (2)
        2(b)        Plan of Merger (2)
        2(c)        Agreement and Plan of Merger (2)
        2(d)        By-Laws (2)
        2(e)        Amended and Restated Certificate of Incorporation (3)

(1)   Filed Herewith.
(2)   Filed as exhibits to Form 8-K, April 14, 2000
(3)   Filed as exhibit to Schedule 14C

        (b)  Reports on Form 8-K
We filed a Form 8-K, setting forth the events of April 29 and 30, 2002, on May
21, 2002, indicating the following changes: Item 1, Change of Control of
Registrant; Item 2, Acquisition or disposition of assets; Item 5, Other
Information; Item 6, Resignations of Directors and Executive Officers.

                                        4
<PAGE>
SIGNATURES

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


         Date: June 20, 2002        By: /s/ James W. Zimbler
                                    ----------------------------
                                    James W. Zimbler, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant in
the capacities and on the dates indicated.


         DATE                       SIGNATURE / TITLE


         Date:  June 20, 2002       By: /s/ Andrew J. Schenker
                                    ----------------------------
                                    Andrew J. Schenker, Chairman/CEO


         Date:  June 20, 2002       By: /s/ James W. Zimbler
                                    ----------------------------
                                    James W. Zimbler, Director/President






                                        5
<PAGE>
                       DOMINIX, INC. AND SUBSIDIARIES

                            INDEX TO FORM 10-QSB

                               MARCH 31, 2002


                                                                   Page Nos.
                                                                   ---------

PART I - FINANCIAL INFORMATION:

   ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)

     CONSOLIDATED BALANCE SHEET                                       F-1
       At March 31, 2002

     CONSOLIDATED STATEMENTS OF OPERATIONS                            F-2
       For the Three Months Ended March 31, 2002 and 2001

     CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY               F-3
       For the Three Months Ended March 31, 2002

     CONSOLIDATED STATEMENTS OF CASH FLOWS                            F-4
       For the Three Months Ended March 31, 2002 and 2001

     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                    F-5 - F-18


   ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS


PART II - OTHER INFORMATION
<PAGE>

                        DOMINIX, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEET
                                  (UNAUDITED)

                                MARCH 31, 2002

                                    ASSETS
                                    ------

Current Assets:
  Cash and cash equivalents                                       $     12,131
  Accounts receivable, net of allowance for bad debt of
$25,000                                                                200,807
  Other current assets                                                  30,675
                                                                  ------------
        Total Current Assets                                           243,613

Goodwill, net of accumulated amortization of $2,692,971              2,636,886
Property and equipment, net of accumulated depreciation
  of $264,366                                                           92,894
Other intangible assets, net of accumulated amortization
  of $31,397                                                            10,444
Security deposits                                                       50,433
                                                                  ------------
        Total Assets                                              $  3,034,270
                                                                  ============

                   LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                   ----------------------------------------

Current Liabilities:
  Notes payable - bank                                            $     55,850
  Convertible notes payable - related parties                        2,730,319
  Convertible notes payable - others                                   242,000
  Accounts payable and accrued liabilities                           1,984,949
                                                                  ------------
      Total Current Liabilities                                      5,013,118
                                                                  ------------
Commitments and Other Matters (Notes 1, 5, 6, 7, 10,
  11 and 13)

Stockholders' Deficiency:
  Preferred stock - $0.001 par value; 5,000,000 shares
    authorized; -0- shares issued and outstanding                         --
  Common stock - $0.001 par value; 200,000,000 shares
    authorized; 91,826,987 shares issued and outstanding                91,802
  Additional paid-in capital                                        19,519,718
  Accumulated deficit                                              (21,590,368)
                                                                  ------------
      Total Stockholders' Deficiency                                (1,978,848)
                                                                  ------------
      Total Liabilities and Stockholders' Deficiency              $  3,034,270
                                                                  ============

See notes to unaudited consolidated financial statements.

                                      F-1
<PAGE>


                          DOMINIX, INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                    (UNAUDITED)


<TABLE><CAPTION>
                                                         For the Three Months Ended
                                                                  March 31,
                                                     -----------------------------------
                                                         2002                   2001
                                                     ------------           ------------
<S>                                                  <C>                    <C>
Revenues - Net                                       $    532,082           $    719,845
                                                     ------------           ------------
Costs and Expenses:
  Cost of revenues                                        332,811                432,284
  Stock-based compensation                                117,100              2,104,240
  Consulting fees                                            --                   59,698
  Finance charges                                             500                   --
  Other general and administrative expenses               454,589                687,460
  Depreciation and amortization expense                    11,295                333,633
  Interest expense                                         60,317                 63,798
  Miscellaneous income                                       --                   (1,779)
  Litigation provision                                       --                   80,000
                                                     ------------           ------------
    Total Cost and Expenses                               976,612              3,759,334
                                                     ------------           ------------
    Net Loss                                         $   (444,530)          $ (3,039,489)
                                                     ============           ============

Basic and Diluted Loss Per Share                     $       (.01)          $       (.05)
                                                     ============           ============

Weighted average shares used in basic and
  diluted loss per share                               89,811,098             67,147,460
                                                     ============           ============
</TABLE>









See notes to unaudited consolidated financial statements.

                                      F-2
<PAGE>


                        DOMINIX, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                   (UNAUDITED)

                  FOR THE THREE MONTHS ENDED MARCH 31, 2002



<TABLE><CAPTION>
                                                                          Common Stock                    Additional
                                              Date of           --------------------------------            Paid-in
                                            Transaction            Shares               Amount              Capital
                                                                -----------          -----------          -----------

Three Months Ended March 31, 2002:
----------------------------------
<S>                                           <C>                <C>                 <C>                 <C>
Balance - December 31, 2001                                      85,971,987          $    85,972          $19,408,448

Stock issued for consulting services          01/01/02              250,000                  250                4,750
Stock issued for consulting services          01/16/02            3,775,000                3,750               71,750
Stock issued for consulting services          03/07/02            1,830,000                1,830               34,770
Net loss                                                               --                   --                   --
                                                                -----------          -----------          -----------
Balance - March 31, 2002                                         91,826,987          $    91,802          $19,519,718
                                                                ===========          ===========          ===========

                                                                                                            Total
                                                                Receivable                               Stockholders'
                                                                   from              Accumulated            Equity
                                                                Stockholder            Deficit           (Deficiency)
                                                                -----------         ------------         ------------
Three Months Ended March 31, 2002:
---------------------------------

Balance - December 31, 2001                                     $     --            $(21,145,838)        $ (1,651,418)

Stock issued for consulting services                                  --                    --                  5,000
Stock issued for consulting services                                  --                    --                 75,500
Stock issued for consulting services                                  --                    --                 36,600
Net loss                                                              --                (444,530)            (444,530)
                                                                -----------         ------------         ------------
Balance -March 31, 2002                                         $     --            $(21,590,368)        $ (1,978,848)
                                                                ===========         ============         ============
</TABLE>



See notes to unaudited consolidated financial statements.

                                      F-3
<PAGE>

                          DOMINIX, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE><CAPTION>
                                                                    For the Three Months Ended
                                                                             March 31,
                                                                 ---------------------------------
                                                                     2002                  2001
                                                                 -----------           -----------
<S>                                                              <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                       $  (444,530)          $(3,039,489)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
      Stock-based compensation                                       117,100             2,104,240
      Depreciation and amortization                                   11,295               333,633
  Changes in Assets (Increase) Decrease:
      Accounts receivable, net                                       150,331               129,858
      Security deposits                                                 --                  75,622
      Other current assets                                              --                 (28,374)
  Changes in Liabilities Increase (Decrease):
      Accounts payable and accrued liabilities                        98,008               225,507
                                                                 -----------           -----------
    Net Cash Used in Operating Activities                            (67,796)             (199,003)
                                                                 -----------           -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of ICON                                                   --                  10,132
                                                                 -----------           -----------
    Net Cash Provided By Investing Activities                           --                  10,132
                                                                 -----------           -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds of convertible notes from stockholders                       --                 247,259
  Repayment of notes payable - bank                                   (4,894)              (11,356)
                                                                 -----------           -----------
    Net Cash (Used in) Provided by Financing Activities               (4,894)              235,903
                                                                 -----------           -----------
(Decrease) Increase in Cash                                          (72,690)               47,032

Cash and Cash Equivalents - Beginning of Period                       84,821                 2,821
                                                                 -----------           -----------
Cash and Cash Equivalents - End of Period                        $    12,131           $    49,853
                                                                 ===========           ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the year for:
    Interest                                                     $      --             $    68,560
                                                                 ===========           ===========
    Common stock issued in exchange of notes from
      stockholders                                               $      --             $   379,350
                                                                 ===========           ===========
</TABLE>


See notes to unaudited consolidated financial statements.

                                      F-4
<PAGE>

                      DOMINIX, INC. AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (UNAUDITED)

NOTE  1 -  BUSINESS AND CONTINUED OPERATIONS

Dominix, Inc. ("the Company") was incorporated under the laws of the state of
Colorado on July 30, 1987 as Apache Investments, Inc. In September 1991, the
name of the Company was changed to Dog World, Inc. In February 1992, the Company
commenced its initial principal business activity of owning and operating a pet
school and kennel in Grand Prairie, Texas. In April 1995, substantially all of
the Company's assets and business operations were sold, and the Company
subsequently changed its name to Medical Management Systems, Inc. ("MMSI"). In
June 2000, MMSI completed a stock exchange with Bookdigital.com, Inc.
("BookDigital"), where the Company acquired over 99.7% of the stock of
BookDigital. In July 2000, the name of the Company was changed to Dominix, Inc.
and was reincorporated as a Delaware corporation.

During 2000, the Company's current business was operated through BookDigital.
BookDigital is a Delaware corporation formed in March of 1999 and is a
development-stage company engaged in certain areas of webcommerce. Commencing in
January of 2001, the Company halted the development of its operations conducted
through BookDigital. Through March 31, 2002, no revenues have been generated by
BookDigital.

In January of 2001, the Company acquired approximately 98% of International
Controllers, Inc. ("ICON"), a privately-held Delaware corporation, in exchange
for shares of the Company's common stock. ICON is a provider of
telecommunications services under various ethnics' marketing clubs (see Note 3).
Commensurate with this acquisition, the Company emerged from the development
stage.

In April 2002, the stock of the ICON subsidiary, including all of its assets and
liabilities, was foreclosed by a related party noteholder as full satisfaction
of promissory notes and related accrued interest due such related party by ICON.
As a result, the Company has no active business following such event (see Notes
6 and 13).

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
three months ended March 31, 2002 and 2001, the Company has incurred losses of
$444,530 and $3,039,489, respectively. As of March 31, 2002, the Company had a
stockholders' deficiency of $1,978,848. The Company is in default on its
convertible notes payable - related parties and its convertible notes payable -
others. These factors raise substantial doubt about the Company's ability to
continue as a going concern.


                                      F-5
<PAGE>

                      DOMINIX, INC. AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (UNAUDITED)

NOTE  1 -  BUSINESS AND CONTINUED OPERATIONS (Continued)

The Company funded its operations during 2001 from net proceeds of notes from
related parties and others. During the three months ended March 31, 2002, no
proceeds were received from such sources. The Company is exploring other
financing alternatives, including private placements of its securities. The
Company is actively seeking to merge with a profitable private company. No
assurance can be provided that the Company will be successful in locating a
merger candidate and completing a merger transaction.

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 a merger transaction. The consolidated financial statements do not
include any adjustments relating to the recoverability of reported asset amounts
or the amounts and classification of liabilities that might result from the
outcome of this uncertainty.

NOTE  2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
---------------------
The accompanying consolidated financial statements are unaudited. These
statements have been prepared in accordance with the rules and regulations of
the Securities and Exchange Commission (the "SEC"). Certain information and
footnote disclosures normally included in the consolidated financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. In the opinion of
management, the consolidated financial statements reflect all adjustments
necessary to state fairly the financial position and results of operations as of
and for the periods indicated. These consolidated financial statements should be
read in conjunction with the Company's consolidated financial statements and
notes thereto for the year ended December 31, 2001, included in the Company's
Form 10-KSB as filed with the Securities and Exchange Commission.

Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of Dominix, Inc. and
its 99.7% owned subsidiary, BookDigital, and ICON and its majority-owned
subsidiaries and limited liability companies. All significant intercompany
balances and transactions have been eliminated in consolidation.

Equity Method of Accounting for Unconsolidated Affiliates
---------------------------------------------------------
Investments in companies in which the Company has a 20% to 50% interest and has
the ability to exercise significant influence over operating and financial
policies are accounted for on the equity method. Accordingly, the Company's
proportionate share of their undistributed earnings or losses are included in
the consolidated statement of operations.



                                      F-6
<PAGE>

                       DOMINIX, INC. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)

NOTE  2 -  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.

Goodwill and Other Intangible Assets
------------------------------------
In January 2002, the Company adopted FAS 142, which requires companies to stop
amortizing goodwill and certain intangible assets with an indefinite useful
life. Instead, FAS 142 requires that goodwill and intangible assets deemed to
have an indefinite useful life be reviewed for impairment upon adoption of FAS
142 (January 1, 2002) and annually thereafter. The Company will perform its
annual impairment review during the fourth quarter of each year, commencing in
the fourth quarter of 2002.

Under FAS 142, goodwill impairment is deemed to exist if the net book value of a
reporting unit exceeds its estimated fair value. This methodology differs from
the Company's previous policy, as permitted under accounting standards existing
at that time, of using undiscounted cash flows on an enterprise-wide basis to
determine if goodwill is recoverable.

Upon adoption of FAS 142 in the first quarter of 2002, the Company has
determined no impairment charge was required to be recorded.

Goodwill consists of goodwill recorded in connection with the acquisition of
ICON on January 10, 2001. As of March 31, 2002, unamortized goodwill amounted to
approximately $2,637,000.

Other intangible assets consist of the cost of trademarks and acquired
subscriber lists. As of March 31, 2002, unamortized other intangibles amounted
to $10,444.



                                      F-7
<PAGE>

                       DOMINIX, INC. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)

NOTE  2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Research and Development
------------------------
Research and development expenditures are charged to expense as incurred. There
was no research and development expense for the three months ended March 31,
2002 and 2001.

Advertising and Marketing Costs
-------------------------------
Advertising, promotion and other marketing costs are expensed as incurred and
amounted to $4,528 and $4,602 for the three months ended March 31, 2002 and
2001, respectively.

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, which
were retroactively adjusted to give recognition to the 10-for-1 stock split on
April 30, 2001.

Common stock equivalents, consisting of options, warrants, convertible
debentures 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.

Reclassifications
-----------------
Certain prior year balances have been reclassified to conform with the current
year presentation.

Impact of Recently Issued Accounting Standards
----------------------------------------------
In May 2002, the FASB issued Statement of Financial Accounting Standards No. 145
("SFAS 145"), ("Rescission of FASB Statements Nos. 4, 44, and 64, Amendment to
FASB Statement No. 13, and Technical Corrections." Provisions of SFAS 145
concerning the rescission of SFAS No. 4 (classification of gain or loss on the
extinguishment of debt) are effective for fiscal years beginning after May 15,
2002. Gains or losses on debt extinguishments that have been shown on the income
statement as extraordinary items in prior periods should be reclassified (if
they do not otherwise meet the criteria for extraordinary status in Opinion 30).
Management does not believe the effects of adopting FASB No. 145 will have any
material effect on the consolidated financial statements.



                                      F-8
<PAGE>

                       DOMINIX, INC. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)

NOTE  3 -  BUSINESS COMBINATION

ICON - Purchase Method
----------------------
On January 10, 2001, the Company acquired approximately 98% of the outstanding
stock of International Controllers, Inc. ("ICON"), a privately-held Delaware
corporation in an exchange for shares of the Company's common stock.

In connection with the acquisition of ICON, the Company issued 19,197,860 shares
of its common stock valued at $2,591,711. Pursuant to the terms of the
transaction, the principal of ICON became the Company's Chairman and CEO.

The Company also acquired the minority interest (approximately 15%) in a
subsidiary of ICON in exchange for 1,050,000 shares of its common stock valued
at $42,000.

ICON is a telecommunication provider, which markets long distance telephone
calling to ethnic communities and country-specific businesses under membership
clubs. ICON operates its business through various limited liability companies,
which originate telephone calls in the United States of America and terminate
telephone calls in the Philippines, Russia and Venezuela.

The acquisition was accounted for as a purchase, under which the purchase price
was allocated to the acquired assets and assumed liabilities based upon fair
values at the date of the acquisition. The excess of the purchase price over the
fair value of the net assets acquired amounted to $5,329,858. The ICON
subsidiary was disposed of in April of 2002 (see Notes 6 and 13).

NOTE  4 - PROPERTY AND EQUIPMENT

Property and equipment at March 31, 2002 consisted of the following:

              Machinery and equipment                           $   155,106
              Office furniture and fixtures                          28,867
              Telecommunication equipment                           173,287
                                                                -----------
                                                                    357,260
              Less:  Accumulated depreciation                       264,366
                                                                -----------
                                                                $    92,894
                                                                ===========

Depreciation expense for the three months ended March 31, 2002 and 2001 amounted
to $11,295 and $61,176, respectively.

NOTE  5 - NOTES PAYABLE - BANK

At March 31, 2002, ICON had a credit line with a bank for $65,000. The interest
rate on the credit line is a floating rate calculated at prime, plus 4%. The
interest rate at March 31, 2002 was 8.75%. The balance of loan as of March 31,
2002 was $55,850. In April 2002, ICON increased the line of credit to $100,000.

                                      F-9
<PAGE>


                       DOMINIX, INC. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)

NOTE  6 - CONVERTIBLE NOTES PAYABLE - RELATED PARTIES

Notes payable to related parties, as of March 31, 2002, consisted of the
following:

              Convertible notes payable by parent
                company                                         $  100,000
              Notes payable to related party by
                ICON subsidiary                                  2,630,319
                                                                ----------
                                                                $2,730,319
                                                                ==========

Convertible Notes Payable by Parent Company
-------------------------------------------
The notes payable to related parties by the parent company are convertible
promissory notes obtained primarily for working capital purposes. The notes had
an original maturity date of 60 days and bear interest at 8% per annum. The
notes, which principal totalled $333,249 as of December 31, 2000, contained a
provision for conversion, at the holder's option, 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. During
2000, the Company assigned a value of $142,845 to the beneficial conversion
feature of the notes and was accounted for as addition to paid-in capital and a
charge to financing costs during the year ended December 31, 2000. During the
year ended December 31, 2001, an additional $8,000 promissory note was executed
under terms similar to the 2000 notes. As a result of the settlement agreement
discussed in Note 10, the principal amount of three promissory notes, totalling
$241,249, along with related interest, was reclassified to accrued expenses at
March 31, 2002. At March 31, 2002, the Company was in default on the remaining
note, with principal due of $100,000 and accrued interest thereon of $10,004.

Notes Payable to Related Party by ICON Subsidiary
-------------------------------------------------
There were two promissory notes payable by ICON outstanding at the time of the
acquisition, including $802,317 due to a related party of the former owners of
ICON and $2,013,171 due to Merrill Lynch, which was collateralized by marketable
securities held by the same related party. The notes are obligations of the ICON
subsidiary and are payable on demand and bear interest at the rate of 8.0% per
annum. During the quarter ended March 31, 2001, the Company issued 2,810,000
shares of its common stock to the related parties and reduced the principal
balance by $379,350.



                                      F-10
<PAGE>

                       DOMINIX, INC. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)

NOTE  6 - CONVERTIBLE NOTES PAYABLE - RELATED PARTIES (Continued)

Notes Payable to Related Party by ICON Subsidiary (Continued)
-------------------------------------------------
During the six months ended June 30, 2001, the related party made additional
loans to the Company totalling $194,000.

In July of 2001, the debt due to Merrill Lynch was acquired by Nativity Realty,
Inc., a party related to the Company's then Chief Executive Officer. In July of
2001, new demand promissory notes were entered into between the Company and the
related party. Under the note agreements, the debt is payable on demand, bears
interest at 8.0% per annum and is collateralized by all of the assets comprising
the ICON group. In November of 2001, the debt agreement was modified to provide
an option to the holder of the debt to convert such debt into shares of the
Company's common stock at a conversion price equal to the lower of the fair
market value of the common stock at the time of conversion, or $.03 per share.
The option expires on November 19, 2003. In addition, the debt agreements were
modified to substitute the shares of ICON common stock owned by the Company as
collateral for the loans instead of the ICON assets.

On April 26, 2002, the holder of the debt sent a demand notice to the Company
and elected to satisfy the debt and accrued interest with the stock of ICON (see
Note 13).

NOTE  7 - CONVERTIBLE DEBENTURES AND NOTES PAYABLE

Convertible Debentures
----------------------
On November 30, 2001, the Company sold, in a private placement, a principal
amount of $100,000, 6% Convertible Debentures, due November 29, 2003. As
additional consideration, the Company issued separate warrants to purchase
2,000,000 of the Company's common stock at $.0375 per share. The warrants are
exercisable over a five-year period ending November 29, 2006. The debenture
agreement permits the holders of the debentures to convert the debt into shares
of common stock at a beneficial conversion rate equal to the lower of 75% of the
mean of lowest closing bid price of the common stock for the five-day period
prior to the conversion date, or $.0345. The Company assigned a value of $33,000
to the beneficial conversion feature and $71,000 to the warrants to purchase
2,000,000 shares and such amount was amortized during the quarter ended December
31, 2001.

Pursuant to a registration rights agreement, the holders of the debentures were
granted mandatory registration rights which require the Company to register the
registrable securities by March 31, 2002.

The Company failed to register the shares by March 31, 2002 and, accordingly,
was in default of the registration rights agreement.

On April 20, 2002, the Company entered into an agreement with the holders of the
debentures to modify the conversion rights to allow such debentures to be
convertible into 1,333,333 shares of the Company's Series A Convertible
Preferred Stock (Note 13).

                                      F-11
<PAGE>

                       DOMINIX, INC. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)

NOTE  7 - CONVERTIBLE DEBENTURES AND NOTES PAYABLE (Continued)

Convertible Notes Payable
-------------------------
Convertible notes payable to others in the amount of $142,000 have maturity
dates from 60 to 720 days and bear interest at rates ranging from 6% to 13% per
annum. The notes contain a provision for conversion, at the holder's option,
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 Company has assigned a value of $88,466 to the beneficial
conversion feature of the notes and was accounted for as an addition to paid-in
capital and a charge to financing costs during the quarter ended December 31,
2001.

NOTE  8 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at March 31, 2002 consist of the
following:

              Litigation provision (Note 11)                    $  300,000
              Settlement obligation (Note 11)                      360,000
              Interest                                             303,864
              Telecommunication costs                              177,768
              Occupancy costs                                      256,334
              Salaries                                             225,500
              Professional fees                                    235,572
              Other                                                125,911
                                                                ----------
                                                                $1,984,949
                                                                ==========

NOTE  9 -  INCOME TAXES

The Company was not required to provide for a provision for income taxes for the
three months ended March 31, 2002 and 2001, as a result of net operating losses
incurred during those periods.

                                      F-12
<PAGE>

                       DOMINIX, INC. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)

NOTE 10 - STOCKHOLDERS' DEFICIENCY

Stock Split
-----------
Effective April of 2001, the Company's Board of Directors and major shareholders
amended the Certificate of Incorporation and increased the authorized number of
shares of the Company to 200,000,000 common shares and 5,000,000 preferred
shares. At the same time, the Company's Board of Directors and various major
shareholders declared a forward split of the shares of common stock of ten (10)
shares for each one (1) share owned. The effective date of the forward-split was
April 30, 2001 for shareholders of record on April 20, 2001. The accompanying
consolidated financial statements, notes and other references to share and per
share data have been retroactively restated to reflect the effect of the April
30, 2001 stock-split.

Stock Issuances - 2002
----------------------
During the period January 1 through March 2002, the Company issued 5,855,000
shares of common stock valued at $117,100 to consultants for services rendered.

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:

              Warrants to purchase common stock                   2,000,000
              Convertible debentures and notes (assumed
                conversion at March 31, 2002)                    11,400,000
              Options to purchase common stock                    2,000,000
              Obligations under settlement agreement             20,000,000
                                                                -----------
                  Total as of March 31, 2002                     35,400,000
                                                                ===========
              Transactions after March 31, 2002:
                Convertible Preferred stock                     133,333,000
                                                                ===========
                Shares issued under management consulting
                  agreement                                       3,735,000
                                                                ===========

NOTE 11 - COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

Lease Obligations
-----------------
The Company has various lease agreements for office space which provide for
minimum lease payments exclusive of escalation adjustments.

Rent expense for 2002 and 2001 amounted to $103,372 and $83,848, respectively.

                                      F-13
<PAGE>

                       DOMINIX, INC. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)

NOTE 11 - COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)

Litigation
----------
BookDigital is presently involved in an arbitration proceeding with a former
employee, alleging improper termination and demanding pay for the remainder of
contract. The Arbitration Association ruled that the employee was improperly
terminated by the 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
BookDigital.com. Such amount totals $275,000. BookDigital.com will argue that,
because of the downturn of the Internet industry in 2000, the division where the
employee was working was closed down in September 2000. However, a litigation
provision for $300,000 was recorded during the year ended December 31, 2001.

Settled Litigation
------------------
During the year ended December 31, 2000, the Company's former CEO was granted
options to purchase approximately 6,226,000 shares of common stock for an
exercise price of $.0001 per share and was also issued 13,000,000 shares of
common stock. The options vest upon the attainment of certain defined financial
hurdles. During 2000, the former CEO exercised all of these options. During
January of 2001, the new management of the Company and the Company's security
counsel reviewed the stock issuances to the former CEO and concluded that
approximately 20,000,000 shares were issued in error. Accordingly, the
20,000,000 shares were not reflected as issued and outstanding in the December
31, 2000 financial statements.

During 2001, the Company's former CEO filed various lawsuits against the
Company. In the first lawsuit, a company owned by the former CEO made demands
for payment of certain loans given to the Company. The Company responded in its
defense challenging, among other things, the validity of loan documents made
between the former CEO and his cousin, who was acting President of the Company
at the time. In addition, the Company had indebtedness due from the former CEO.
In the second lawsuit, the former CEO filed for arbitration relating to illegal
termination of his consulting contract. The Company filed a motion to dismiss
the arbitration process based on the validity of the consulting agreement that
was made by the former CEO and his cousin, who was acting President of the
Company. In the third lawsuit, the former CEO filed a lawsuit against a number
of parties, including the Company. The former CEO made various charges against
the parties, including misrepresentation, manipulation, conspiracy and illegal
corporate actions against himself and the former acting President of the
Company.

On November 19, 2001, the Company and the former CEO entered into a settlement
agreement. Under the terms of the settlement agreement, the former CEO turned
over shares certificates for 43,107,490 shares of the Company's common stock, of
which 20,000,000 had been previously cancelled. In return, the Company agreed to
pay the former CEO $360,000, payable in 19 monthly installments commencing
February 10, 2002 through August 10, 2003. The agreement provided that the
Company deliver 9,000,000 of the returned shares to an escrow agent as
collateral for the settlement amount.

                                      F-14
<PAGE>

                       DOMINIX, INC. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)

NOTE 11 - COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)

Settled Litigation (Continued)
------------------
As a result of this settlement agreement, the Company cancelled $316,653 of debt
due to the former CEO and offset debt of $122,600 due from the former CEO,
resulting in a loss under the settlement agreement of $194,053.

The agreement provides that in the event of a default of the payments due under
the settlement agreement, the debt could be satisfied by delivering the
9,000,000 collateral shares and an additional 11,000,000 shares to the former
CEO.

In that event, the Company must file a registration statement to register the
shares issued pursuant to such agreement within 30 days (Note 13).

International Operations
------------------------
The Company, through its ICON subsidiary, has telecommunication termination
agreements in the countries of the Philippines, Russia and Venezuela. In
addition, ICON has established a limited liability company, in which part of the
ownership includes a strategic investor in each of the above mentioned
countries.

The revenues generated by ICON originate in the United States and are payable by
the users who are located in the United States. Accordingly, none of the ICON's
revenues are considered to be foreign.

In view of the foregoing, the Company's business, earnings, asset values and
prospects may be materially and adversely affected by developments with respect
to inflation, interest rates, currency fluctuations, government policies, price
and wage controls, exchange control regulations, taxation, expropriation, social
instability, and other political, economic or diplomatic developments in or
affecting the above-mentioned countries. The Company has no control over such
conditions and developments, and can provide no assurance that such conditions
and developments will not adversely affect the Company's operations.


                                      F-15
<PAGE>

                       DOMINIX, INC. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)

NOTE 12 - SUPPLEMENTAL INFORMATION - CASH FLOW

In January 2001, the Company completed the acquisition of ICON. The following
represents the balance sheet of the acquired company as of the acquisition date:

              Assets and Liabilities:
              ----------------------

              Accounts receivable - net                         $  338,484
              Other current assets                                  42,627
              Goodwill                                           5,329,857
              Property and equipment - net                         266,851
              Security deposits                                     35,095
              Other assets                                          42,175

              Notes payable                                     (2,064,744)
              Note payable - related party                        (802,317)
              Accounts payable and accrued liabilities            (564,450)
              Equity                                            (2,633,710)
                                                                ----------
              Net Cash Provided from Acquisition                $   10,132
                                                                ==========

NOTE 13 - SUBSEQUENT EVENTS

Related Party Debt and Disposition of ICON Subsidiary
-----------------------------------------------------
On April 26, 2002, the holder of the related party debt sent a demand notice to
the Company and subsequently foreclosed on the common stock of the ICON
subsidiary to satisfy debt in the principal amount of $2,630,319 and related
accrued interest due from ICON. As a result of this event, the ICON subsidiary
is no longer owned by the Company.

The following unaudited information summarizes the net assets and operating
results of ICON included in the consolidated financial statements as of and for
the three months ended March 31, 2002:

                                      F-16
<PAGE>

                       DOMINIX, INC. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)


              Net Assets:
              ----------

              Cash                                              $    11,902
              Accounts receivable - net                             194,507
              Other current assets                                   30,675
              Goodwill and other intangible assets -
                net                                               2,647,330
              Property and equipment - net                           57,833
              Security deposits                                      50,433
              Notes payable                                      (2,686,169)
              Accounts payable and accrued liabilities             (649,490)
                                                                -----------
                    Net                                         $  (342,979)
                                                                ===========

              Operating Results:
              -----------------

              Revenues - Net                                    $   532,082
                                                                -----------
              Cost and Expenses:
                Cost of revenues                                    332,812
                Depreciation and amortization expense                 7,563
                General and administrative expenses                 362,334
                Interest expense                                     52,469
                                                                -----------
                    Total Costs and Expenses                        755,178
                                                                -----------
                    Net Loss                                    $  (223,096)
                                                                ===========


                                      F-17
<PAGE>


                       DOMINIX, INC. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)

NOTE 13 - SUBSEQUENT EVENTS (Continued)

Convertible Preferred Stock
---------------------------
On April 26, 2002, the Company amended its Articles of Incorporation to
designate 1,333,333 of its 5,000,000 authorized preferred stock as a Series A
Convertible Preferred Stock, par value $.001 per share, with a liquidation
preference of $1.00 per share. The holder of the designated series shares have
voting rights. The preferred shares are convertible into common shares at a
ratio of 1 to 100.

Obligation Under Settlement Agreement
-------------------------------------
The Company failed to make the scheduled payments in connection with the
$360,000 settlement agreement discussed in Note 11. The Company has elected to
issue 20,000,000 shares of common stock, as provided for in the settlement
agreement, to the former CEO to satisfy the obligation. The Company intends to
file a registration statement within 30 days to register such shares. If the
Company fails to register the shares, the $360,000 obligation is immediately
due.

Convertible Debentures
----------------------
The Company failed to register by March 31, 2002 certain common shares in
connection with a registration rights agreement and convertible debenture
agreement dated November 30, 2001. On April 26, 2002, the Company entered into
an agreement with the holders of the debentures to cure the default by modifying
the conversion rights to allow such debentures to be convertible into a
1,333,333 shares of the Company's designated Series A Convertible Preferred
Stock.

On April 26, 2002, the debentures principal amount of $100,000, all related
accrued interest and warrants to purchase 2,000,000 shares of common stock were
converted into 1,333,333 shares of Series A Convertible Preferred Stock. The
preferred shares are convertible into 133,333,000 of the Company's common
shares.

Management Changes
------------------
On April 26, 2002, the Company appointed a new President and Chief Executive
Officer. The former President and Chief Executive Officer resigned commensurate
with the foreclosure of the ICON subsidiary and conversion of the convertible
debentures.

                                      F-18