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

                    FOR THE QUARTER ENDED SEPTEMBER 30, 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 Number)
of incorporation or organization)


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

Registrant's telephone number, including area code: (631) 724-1643

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days. YES [X] NO [ ]

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: November 17, 2003: 112,140,105 shares
of common stock.

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


<PAGE>

                                  DOMINIX, INC.

                               FORM 10-QSB- INDEX

                    FOR THE QUARTER ENDED SEPTEMBER 30, 2003

PART I                                                                   PAGE

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UN-AUDITED)                   F-1
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS                               18
ITEM 3. CONTROLS AND PROCEDURES                                          19

PART II

ITEM 1. LEGAL PROCEEDINGS                                                18
ITEM 2. CHANGE IN SECURITIES                                             20
ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                  20
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS DISCLOSURES  20
ITEM 5. OTHER INFORMATION                                                20
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                 21

Signatures                                                               22
Certifications                                                           23


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.


<PAGE>



                          DOMINIX, INC. AND SUBSIDIARY
          (A Development Stage Company Effective as of January 1, 2002)

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                           SEPTEMBER 30, 2003 AND 2002



<PAGE>


                         DOMINIX, INC. AND SUBSIDIARY
        (A Development Stage Company Effective as of January 1, 2002)

                             INDEX TO FORM 10-QSB
                                  (UNAUDITED)


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

 PART I - FINANCIAL INFORMATION:

   ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)

   CONDENSED CONSOLIDATED BALANCE SHEET                                  1
     At September 30, 2003

   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                       2
     For the Nine Months Ended September 30, 2003 and 2002
     Cumulative During the Development Stage (January 1, 2002
       to September 30, 2003)

   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                       3
     For the Three Months ended September 30, 2003 and 2002

   CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY         4
     For the Period January 1, 2002 through September 30, 2003

   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                       5
     For the Nine Months Ended September 30, 2003 and 2002
     Cumulative During the Development Stage (January 1, 2002
       to September 30, 2003)

   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                 6-17


 PART II - OTHER INFORMATION


<PAGE>

                           DOMINIX, INC. AND SUBSIDIARY
          (A Development Stage Company Effective as of January 1, 2002)

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

                              AT SEPTEMBER 30, 2003




                                     ASSETS
                                     ------



      Total Assets                                               $     -
                                                                 ===========

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


Current Liabilities:
  Convertible note payable - related party (default)             $   100,000
  Convertible notes payable - others (default)                       142,000
  Accounts payable and accrued liabilities                           216,299
  Due to third party                                                   9,024
  Due to stockholders                                                161,921
                                                                 -----------
      Total Current Liabilities                                      629,244
                                                                 -----------
Commitments and Contingencies

Stockholders' Deficiency:
  Preferred stock, - $0.001 par value; 1,000,000 shares
    authorized; -0- shares issued and outstanding                      -
  Preferred stock, Series A Cumulative Convertible -
    $0.001 par value; 4,000,000 shares authorized,
    1,333,333 issued and outstanding                                   1,333
  Common stock - $0.001 par value; 200,000,000 shares
    authorized; 112,140,105 shares issued and outstanding            112,140
  Additional paid-in capital                                      20,995,130
  Accumulated deficit at January 1, 2002                         (21,145,838)
  Deficit accumulated during the development stage                  (592,009)
                                                                 -----------
      Total Stockholders' Deficiency                                (629,244)
                                                                 -----------
      Total Liabilities and Stockholders' Deficiency             $     -
                                                                 ===========


     See notes to unaudited condensed consolidated financial statements.

                                        1

<PAGE>


                          DOMINIX, INC. AND SUBSIDIARY
          (A Development Stage Company Effective as of January 1, 2002)

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                Cumulative
                                                                                                During the
                                                                                                Development
                                                        For the Nine Months Ended                  Stage
                                                              September 30,                  (January 1, 2002
                                                        --------------------------           to September 30,
                                                           2003           2002                     2003)
                                                        -----------    -----------           ----------------

<S>                                                     <C>            <C>                    <C>
Revenues - Net                                          $    -         $    -                 $    -
                                                        -----------    -----------            -----------
Costs and Expenses:
  Stock-based compensation
    substantially consisting of
    consulting fees                                          -             127,266                127,266
  Consulting fees                                            40,000          4,300                144,300
  Other general and administrative
    expenses                                                 29,945        276,174                124,445
  Depreciation                                               -              12,179                 12,179
  Interest expense                                           23,297         17,737                 53,446
  Debt conversion expense                                    -             397,500                397,500
  Loss on disposal of equipment                              -              -                      26,777
  Litigation (reversal) provision                            -              -                    (300,000)
  Reversal of accrued occupancy
    and professional expenses                                -              -                    (217,000)
                                                        -----------    -----------            -----------
      Total Costs and Expenses                               93,242        835,156                368,913
                                                        -----------    -----------            -----------
Loss from continuing operations
  before income taxes                                       (93,242)      (835,156)              (368,913)

Income taxes                                                 -              -                      -
                                                        -----------    -----------            -----------
Loss from continuing operations                             (93,242)      (835,156)              (368,913)

Loss from discontinued operations                            -            (223,096)              (223,096)
                                                        -----------    -----------            -----------
      Net Loss                                          $   (93,242)   $(1,058,252)           $  (592,009)
                                                        ===========    ===========            ===========

Basic and Diluted Net Loss Per
  Share:
    From continuing operations                                $(.00)         $(.01)
    From discontinued operations                               (.00)          (.00)
                                                              -----          -----
      Net Loss Per Share                                      $(.00)         $(.01)
                                                              =====          =====
Weighted average number of common
  shares outstanding - basic and
  diluted                                               100,907,752     91,443,073
                                                        ===========     ==========
</TABLE>


     See notes to unaudited condensed consolidated financial statements.

                                        2

<PAGE>


                          DOMINIX, INC. AND SUBSIDIARY
          (A Development Stage Company Effective as of January 1, 2002)

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)






                                                   For the Three Months Ended
                                                          September 30,
                                                   ---------------------------
                                                      2003            2002
                                                   -----------     -----------

Revenues - Net                                     $    -          $    -
                                                   -----------     -----------
Costs and Expenses:
  Other general and administrative expenses             29,945          -
  Depreciation                                          -               85,434
  Interest expense                                       7,759           4,142
  Debt conversion expense                               -                4,695
                                                   -----------     -----------
      Total Costs and Expenses                          37,704          94,271
                                                   -----------     -----------
Loss from continuing operations before income
  taxes                                                (37,704)        (94,271)

Income taxes                                            -               -
                                                   -----------     -----------
Loss from continuing operations                        (37,704)        (94,271)

Loss from discontinued operations                       -               -
                                                   -----------     -----------
      Net Loss                                     $   (37,704)    $   (94,271)
                                                   ===========     ===========

Basic and Diluted Net Loss Per Share:
  From continuing operations                             $(.00)          $(.00)
  From discontinued operations                            (.00)           (.00)
                                                         -----           -----
      Net Loss Per Share                                 $(.00)          $(.00)
                                                         =====           =====
Weighted average number of common shares
  outstanding - basic and diluted                  112,140,105      92,335,309
                                                   ===========      ==========



     See notes to unaudited condensed consolidated financial statements.

                                        3

<PAGE>


                         DOMINIX, INC. AND SUBSIDIARIES
          (A Development Stage Company Effective as of January 1, 2002)

        CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                                   (UNAUDITED)

            FOR THE PERIOD JANUARY 1, 2002 THROUGH SEPTEMBER 30, 2003



<TABLE>
<CAPTION>
                                                                                                            Preferred
                                                                                 Common Stock                 Stock
                                                          Date of         ---------------------------      -----------
                                                        Transaction         Shares          Amount           Amount
                                                        -----------       -----------     -----------      -----------
<S>                                                      <C>              <C>             <C>               <C>
Balance - December 31, 2001                                                85,971,987     $    85,972       $    -
Stock issued for consulting services                     01/01/02             250,000             250            -
Stock issued for consulting services                     01/16/02           3,775,000           3,775            -
Stock issued for consulting services                     03/07/02           1,830,000           1,830            -
Stock issued for consulting services                     04/29/02             508,322             508            -
Convertible Preferred stock issued in
  exchange for conversion of debentures                  04/26/02              -               -                  1,333
Gain on divestiture of ICON                                                    -               -                 -
Forgiveness of related party
  compensation accrual                                                         -               -                 -
Cancellation of shares                                                       (295,204)           (295)           -
Net loss                                                                       -               -                 -
                                                                          -----------     -----------       -----------
Balance - December 31, 2002                                                92,040,105          92,040             1,333

Stock issued for legal settlement                        05/31/03          20,000,000          20,000            -
Stock issued for professional fees                       05/31/03             100,000             100            -
Net loss                                                                       -               -                 -
                                                                          -----------     -----------       -----------
Balance - September 30, 2003                                              112,140,105     $   112,140       $     1,333
                                                                          ===========     ===========       ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                     Additional                                Total
                                                                      Paid-in           Accumulated         Stockholders'
                                                                      Capital             Deficit            Deficiency
                                                                    -----------         ------------        ------------

<S>                                                                 <C>                 <C>                 <C>
Balance - December 31, 2001                                         $19,408,448         $(21,145,838)       $ (1,651,418)

Stock issued for consulting services                                      4,750              -                     5,000
Stock issued for consulting services                                     71,725              -                    75,500
Stock issued for consulting services                                     34,770              -                    36,600
Stock issued for consulting services                                      9,658              -                    10,166
Convertible Preferred stock issued in exchange
  for conversion of debentures                                          498,667              -                   500,000
Gain on divesture of ICON                                               429,917              -                   429,917
Forgiveness of related party compensation accrual                       175,000              -                   175,000
Cancellation of shares                                                      295              -                    -
Net loss                                                                 -                  (498,767)           (498,767)
                                                                    -----------         ------------        ------------
Balance - December 31, 2002                                          20,633,230          (21,644,605)           (918,002)

Stock issued for legal settlement                                       340,000              -                   360,000
Stock issued for professional fees                                       21,900              -                    22,000
Net loss                                                                -                    (93,242)            (93,242)
                                                                    -----------         ------------        -----------
Balance -September 30, 2003                                         $20,995,130         $(21,737,847)       $   (629,244)
                                                                    ===========         ============        ============


Accumulated deficit as of January 1, 2002                                               $(21,145,838)
Accumulated deficit during development stage                                                (592,009)
                                                                                        ------------
Total Accumulated Deficit as of September 30, 2003                                      $(21,737,847)
                                                                                        ============
</TABLE>


     See notes to unaudited condensed consolidated financial statements.

                                        4

<PAGE>


                          DOMINIX, INC. AND SUBSIDIARY
          (A Development Stage Company Effective as of January 1, 2002)

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                  Cumulative
                                                                                                  During the
                                                                                                  Development
                                                           For the Nine Months Ended                 Stage
                                                                 September 30,                 (January 1, 2002
                                                           --------------------------          to September 30,
                                                              2003           2002                    2003)
                                                           -----------    -----------          ----------------

<S>                                                        <C>            <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                 $   (93,242)   $(1,058,252)           $  (592,009)
  Adjustments to reconcile net loss
    to net cash used in operating
    activities from continuing
    operations:
      Loss from discontinued
        operations                                              -             223,096                223,096
      Debt conversion expense                                   -             397,500                397,500
      Stock-based compensation
        substantially consisting of
        consulting fees                                         -             127,266                127,266
      Depreciation                                              -              12,179                 12,179
      Bad debt expense                                          -              -                       6,300
      Litigation (reversal)
        provision                                               -              -                    (300,000)
      Loss on disposal of equipment                             -              -                      26,777
  Changes in operating assets and liabilities:
      Due to stockholder                                         3,921         -                     116,421
      Due to third party                                         9,024         -                       9,024
      Accounts payable and accrued
        liabilities                                             80,287        267,991               (131,979)
                                                           -----------    -----------            -----------
      Net Cash Used in Operating
        Activities                                                 (10)       (30,220)              (105,425)

      Net cash Provided by (Used in)
        Discontinued Operations                                 -             (54,431)                20,604

Cash - Beginning of Year                                            10         84,821                 84,821
                                                           -----------    -----------            -----------
Cash - End of Year                                         $    -         $       170            $    -
                                                           ===========    ===========            ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the year for:
  Interest                                                 $    -         $    -                 $    -
  Taxes                                                    $    -         $    -                 $    -

Stock issued for legal settlement                          $   360,000    $    -                 $   360,000

Stock issued for professional fees                         $    22,000    $    -                 $    22,000

Notes payable and related interest
  satisfied issuance of preferred
  stock                                                    $    -         $   102,500            $   102,500
</TABLE>

                                        5

     See notes to unaudited condensed consolidated financial statements.


<PAGE>

                          DOMINIX, INC. AND SUBSIDIARY
          (A Development Stage Company Effective as of January 1, 2002)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial statements and with the instructions to Form 10-QSB. Accordingly, they
do not  include  all of the  information  and  disclosures  required  for annual
financial statements.  These condensed  consolidated financial statements should
be read in conjunction  with the consolidated  financial  statements and related
footnotes included in Dominix, Inc. and Subsidiary (the "Company") annual report
on Form 10-KSB for the year ended December 31, 2002.

In the opinion of the  Company's  management,  all  adjustments  (consisting  of
normal recurring  accruals)  necessary to present fairly the Company's financial
position as of September 30, 2003 and the results of  operations  and cash flows
for the nine month periods ended September 30, 2003 and 2002, operations for the
three month periods ended  September 30, 2003 and 2002,  and operations and cash
flows for the  period  January  1, 2002  through  September  30,  2003 have been
included.

The results of operations for the nine-month  periods ended  September 30, 2003,
are not  necessarily  indicative of the results to be expected for the full year
ended December 31, 2003.

NOTE 2 - 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  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. Prior to this exchange, MMSI had no operating activity.

In July of 2000,  MMSI  reincorporated  in Delaware  pursuant to a merger with a
newly-formed Delaware corporation,  Dominix, Inc. ("Dominix").  The shareholders
of MMSI  received  one share of common stock of Dominix for each share of common
stock of MMSI. As a result of the merger, the Company's  authorized common stock
was changed to 20,000,000  shares of common stock,  par value .001 per share and
5,000,000  shares of preferred  stock, par value $.001 per share. As a result of
the merger, the Company changed its name to Dominix.

During 2000, the Company's business was operated through BookDigital. Commencing
in  January  of 2001,  the  Company  halted the  development  of its  operations
conducted through BookDigital. Through the nine months ended September 30, 2002,
BookDigital  generated no revenues  and through the nine months ended  September
30, 2003, BookDigital has had no operations.

                                        6

<PAGE>


                          DOMINIX, INC. AND SUBSIDIARY
          (A Development Stage Company Effective as of January 1, 2002)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 2 - BUSINESS AND CONTINUED OPERATIONS (Continued)

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  was  a  provider   of
telecommunications services under various ethnics' marketing clubs. Commensurate
with this acquisition, the Company emerged from the development stage.

In April 2002, the stock of the ICON subsidiary,  including all of its operating
assets and liabilities, was foreclosed on 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 has had no active  business  following
such event and,  accordingly,  as of January 1, 2002, the Company has re-entered
the development  stage.  The Company's  statements of operations,  stockholders'
deficiency  and cash flows for the nine  months  ended  September  30, 2003 also
represents the cumulative  from inception  information  required by Statement of
Financial  Accounting Standards ("SFAS") No. 7, "Development Stage Enterprises".
Since  this was a  distinct  business,  the  transaction  has been  treated as a
discontinued operation (see Notes 4 and 5).

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
nine months ended  September 30, 2003 and 2002, the Company had incurred  losses
of $93,242 and $1,058,252,  respectively.  As of September 30, 2003, the Company
had a  stockholders'  deficiency  of $629,244.  The Company is in default on its
convertible notes payable, in addition to not having any active business.  These
factors raise  substantial  doubt about the  Company's  ability to continue as a
going concern.

The Company  funded its  operations  during the nine months ended  September 30,
2003 from  stockholders  and a third party.  The Company is actively  seeking to
acquire a business or businesses to re-commence  its operations and is presently
in  negotiations  with two  potential  candidates  (see Note 11). 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 or acquisition transaction. 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 a merger or acquisition  candidate and or completing  the  contemplated
transactions.


                                        7

<PAGE>


                          DOMINIX, INC. AND SUBSIDIARY
          (A Development Stage Company Effective as of January 1, 2002)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
---------------------------

The consolidated  financial statements include the accounts of Dominix, Inc. and
its 99.7% owned subsidiary,  BookDigital.  All significant intercompany balances
and transactions have been eliminated in consolidation.

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.

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  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.

Fair Value of Financial Instruments
-----------------------------------

The  consolidated  financial  statements  include  various  estimated fair value
information  at  September  30,  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.


                                        8

<PAGE>


                          DOMINIX, INC. AND SUBSIDIARY
          (A Development Stage Company Effective as of January 1, 2002)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Notes Payable:  The carrying amounts of notes payable 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.

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  Company  has not yet  evaluated  the impact from SFAS No. 145 on its
financial position and results of operations.

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.


                                        9

<PAGE>


                          DOMINIX, INC. AND SUBSIDIARY
          (A Development Stage Company Effective as of January 1, 2002)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impact of Recently Issued Accounting Standards (Continued)
----------------------------------------------

On December 31, 2002, the FASB issued SFAS No. 148,  Accounting for  Stock-Based
Compensation  - Transition and  Disclosure.  Statement 148 amends SFAS Statement
No. 123, Accounting for Stock-Based Compensation, to provide alternative methods
of transition to SFAS No. 123's fair value method of accounting for  stock-based
employee  compensation.  Statement 148 also amends the disclosure  provisions of
SFAS No. 123 and APB Opinion No. 28,  Interim  Financial  Reporting,  to require
disclosure in the summary of significant  accounting  policies of the effects of
an entity's accounting policy with respect to stock-based employee  compensation
on reported net income and  earnings  per share in annual and interim  financial
statements. While the statement does not amend SFAS No. 123 to require companies
to  account  for  employee  stock  options  using  the fair  value  method,  the
disclosure  provisions  of  SFAS  148  are  applicable  to  all  companies  with
stock-based employee  compensation,  regardless of whether they account for that
compensation using the fair value method of SFAS No. 123, or the intrinsic value
method of APB Opinion 25. The Company will  continue to account for  stock-based
compensation  according  to APB 25.  The  adoption  of SFAS  148 did not have an
impact on net income or proforma  net income  applying  the fair value method as
the  Company did not have  stock-based  compensation  for the nine months  ended
September 30, 2003 and 2002.

In  January  2003,  the FASB  issued  FASB  Interpretation  No.  46 (" FIN 46"),
"Consolidation of Variable Interest Entities,  an Interpretation of ARB No. 51."
FIN 46 requires  certain  variable  interest  entities to be consolidated by the
primary  beneficiary of the entity if the equity  investors in the entity do not
have the  characteristics  of a  controlling  financial  interest or do not have
sufficient  equity at risk for the  entity to  finance  its  activities  without
additional  subordinated  financial  support  from  other  parties.  FIN  46  is
effective  for all new  variable  interest  entities  created or acquired  after
January 31, 2003. For variable  interest  entities  created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first interim
or annual period  beginning after December 15, 2003. The Company does not expect
the  adoption  of FIN 46 will  have a  significant  impact  on its  consolidated
financial position or results of operations.


                                       10

<PAGE>


                          DOMINIX, INC. AND SUBSIDIARY
          (A Development Stage Company Effective as of January 1, 2002)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impact of Recently Issued Accounting Standards (Continued)
----------------------------------------------

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
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 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 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 consolidated financial statements.


                                       11

<PAGE>


                          DOMINIX, INC. AND SUBSIDIARY
          (A Development Stage Company Effective as of January 1, 2002)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 4 - DISCONTINUED OPERATIONS

On April 26,  2002,  the  holder of the ICON  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 with the  divestiture  treated as a
discontinued operation.

The following  information  summarizes the discontinued  operations for the nine
months ended September 30, 2002:

                                                          January 1, 2002 -
                                                          September 30, 2002
                                                          ------------------
           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 from Discontinued
                   Operations                                 $ (223,096)
                                                              ==========

NOTE 5 - CONVERTIBLE NOTE PAYABLE - RELATED PARTIES

Convertible Note Payable - Related Party
----------------------------------------

Originally,  the notes payable to related  parties were  convertible  promissory
notes obtained primarily for working capital purposes. The notes had an original
maturity  date of 60 days and bore  interest at 8% per annum.  The notes,  which
principal  totaled  $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 the six
months ended June 30, 2002, 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 9, the  principal  amount of the three  promissory  notes was
reclassified to due to former CEO, totaling $360,000.

At September 30, 2003, the Company was in default on the remaining  note, with a
principal due of $100,000 and accrued  interest of $25,933 at September 30, 2003
reported in accrued liabilities.

                                       12

<PAGE>


                          DOMINIX, INC. AND SUBSIDIARY
          (A Development Stage Company Effective as of January 1, 2002)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 6 - CONVERTIBLE DEBENTURES AND NOTES PAYABLE - OTHERS

Convertible Notes Payable - Others
----------------------------------

Convertible  notes  payable to others in the amount of $142,000 have an original
maturity  from 60 to 720 days and bear  interest  at 12% 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 nine months  ended  September  30,  2002.  Effective
September  2003, the Company entered into agreements with six holders of a total
of $112,000 in  Convertible  Notes who agreed to convert their notes 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. All of the remaining debt is in
arrears as of September 30, 2003.

On November 30, 2001,  the Company  sold,  in a private  placement,  a principal
amount of $100,000,  and 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, exercisable through
the period  ending  November 29, 2006.  The  debenture  agreement  permitted 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 was  accounted  for as an  addition  to paid-in  capital  and a charge to
financing costs during the year 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 by
March 31,  2002  common  shares in  connection  with the  debentures  conversion
rights.

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 1,333,333
shares of the Company's designated Series A Convertible Preferred Stock ("Series
A 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 Stock.  The Series A shares  were
convertible  into  133,333,000  of the Company's  common  shares.  The preferred
shares were assigned a value of $500,000  resulting in a debt conversion expense
of $397,500.

                                       13

<PAGE>


                          DOMINIX, INC. AND SUBSIDIARY
          (A Development Stage Company Effective as of January 1, 2002)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 6 - CONVERTIBLE DEBENTURES AND NOTES PAYABLE - OTHERS (Continued)

The Company failed to maintain a sufficient number of authorized shares to cover
the  conversion  of the  Series  A Stock  and  failed  to file  the  appropriate
documentation  with the State of Delaware to  properly  designate  the terms and
rights of the Series A Stock. On September 11, 2003, the Company entered into an
agreement  with the  holders  of the  Series A Stock  to cure  the  defaults  by
modifying the  conversion  rights to allow such Series A Stock to be convertible
into 266,666,600 of the Company's common shares.

NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts  payable and accrued  liabilities  at September 30, 2003 consist of the
following:

           Interest                                     $   88,876
           Professional fees                                75,858
           Litigation accrual                               51,565
                                                        ----------
                                                        $  216,299
                                                        ==========

NOTE 8 - STOCKHOLDERS' DEFICIENCY

In May 2003, the Company issued  20,000,000  shares of its common stock pursuant
to a settlement agreement with its former Chairman and CEO.

Series A Cumulative Convertible Preferred
-----------------------------------------

During  September  2003,  the  Company  designated  4,000,000  of its  5,000,000
authorized  preferred  stock as Series A stock.  The rights  include  cumulative
dividend  rights,  liquidation  preference  of $.075 per  share,  voting  rights
similar to the common stock, and are convertible into common stock at a ratio of
1 to 200.

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:

          Convertible debentures and notes
            (assumed conversion at $.01)                24,200,000
          Convertible Series A Preferred Stock         266,666,600
                                                       -----------
               Total as of September 30, 2003          290,866,600
                                                       ===========

                                       14

<PAGE>


                          DOMINIX, INC. AND SUBSIDIARY
          (A Development Stage Company Effective as of January 1, 2002)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 9 - COMMITMENTS AND CONTINGENCIES

Lease Obligations
-----------------

The Company  abandoned  office space  during 2001 and is in default  under three
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 three months through 2007. The Company 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 September 30, 2003 approximate the security deposits retained
by the landlords in accordance with these lease agreements.

Litigation
----------

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 of their  shares of the
Company to various individuals and organizations that were affiliated with ICON.
The  settlement  also involved a payment plan for a total amount of $360,000 due
Mr.  Vahab,  wherein  certain  shares  by Mr.  Vahab  and Ms.  Yamani  are to be
deposited in a third party escrow  account which will be used as the  collateral
for the  payment  plan.  As part of the  settlement,  Mr.  Vahab,  Ms Yamani and
affiliates  with the  Company,  ICON and its  affiliates,  entered  into  mutual
general  releases.  The Company was late in making these payments.  In September
2003, the Company  received  written notice alleging a default of the Settlement
Agreement.

The  Settlement  Agreement  provides  that upon a  default,  in lieu of the cash
payment of $360,000,  the Company may cure such default by delivering the sum of
twenty  million  (20,000,000)  shares  of common  stock,  the  amount  which was
stipulated  as  a  cure  to a  default  condition  in  the  original  Settlement
Agreement. In May 2003, the Company issued 20,000,000 shares of its common stock
in  connection  with this  settlement,  which shares were  delivered in November
2003. The Company believes that it has satisfied its financial obligations under
the Settlement Agreement.

In July 2002 Robert  Fierman,  Esq.,  an  attorney  that worked on the Ray Vahab
matter,  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, plus
interest.  On  September  15, 2003 the Company and Mr.  Fierman  entered into an
agreement  whereby in full  settlement of all claims of Mr. Fierman  against the
Company,  the Company  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 September 30, 2003.

                                       15

<PAGE>


                          DOMINIX, INC. AND SUBSIDIARY
          (A Development Stage Company Effective as of January 1, 2002)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 9 - COMMITMENTS AND CONTINGENCIES (Continued)

Litigation (Continued)

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.  The litigation provision recorded on
2001 including accrued interest totaling $300,000 was reversed in 2002.

NOTE 10 - TERMINATED PROPOSED ACQUISITION

On April 8, 2003, the Company 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 the Company. On May 31, 2003, the Dalian LOI expired without the
Company completing the transaction.

NOTE 11 - PROPOSED ACQUISITION

On September 26, 2003 the Company  entered into an amended letter of intent (the
"Amended  LOI")  relating  to the  proposed  acquisition  by the Company of Jade
Entertainment  Group,  Inc.,  a New York  corporation  ("Jade") and the proposed
acquisition  of a certain  assets  of  MarketShare  Recovery  Inc.,  a  Delaware
corporation  ("MarketShare")(collectively,  the "Transactions"). Jade is engaged
in the business of operating an Internet search engine for adult  entertainment.
MarketShare is an on-line  advertising  and marketing  company and is a publicly
reporting  company  (OTC BB:  MSRY).  The Amended  LOI amends a prior  letter of
intent  dated July 22, 2003,  as  previously  amended  September  22,  2003,  by
terminating  the  involvement  of Blu  TV,  Inc.,  a  privately  held  New  York
corporation in a proposed  acquisition by the Company. In addition,  the Amended
LOI includes  MarketShare  which has agreed to sell all or substantially  all of
its assets to the Company. The terms of the Transactions provide for the Company
to issue to MarketShare and to the stockholders of Jade a newly created Series B
Preferred  Stock  convertible  into  greater  than a majority  of the issued and
outstanding shares of common stock of the Company.  Conditions  precedent to the
completion of the Transactions  includes completion of the Company's  financial,
operational  and legal due  diligence  of each party,  execution  of  definitive
agreements and compliance with all applicable regulatory requirements. While the
Company  anticipates that the Transactions will close within the next sixty (60)
days,  there  can be no  assurance  that  either  or both  acquisitions  will be
completed, or if completed, upon the terms set forth in the Amended LOI.

                                       16

<PAGE>


                          DOMINIX, INC. AND SUBSIDIARY
          (A Development Stage Company Effective as of January 1, 2002)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 11 - PROPOSED ACQUISITION (Continued)

In connection with this acquisition, the Company advanced $50,000 to Jade, which
is received from a third party investor in exchange for a promissory note, which
bears  interest at 8% per annum and  becomes due on the  earliest of December 1,
2003,  the  event of a  default,  or in the event  the Jade  acquisition  is not
completed.




                                       17


<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

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 operated  several web sites that
make  books,  primarily  reference  books,  e-education,  legal  materials,  and
educational  materials  available for free and to paid  subscribers.  In January
2001, the Company acquired ICON a privately held Delaware  corporation  ("ICON")
in a stock exchange transaction with its principal.  ICON is a telecommunication
technology and marketing company that builds telecommunication  portals focusing
on ethnic  communities.  In April,  2002,  the former  owners of ICON,  then the
management of the  registrant,  and the holder of a large portion of the debt of
the Registrant  entered into an agreement where the ICON subsidiary was sold and
the debt holders became the controlling persons of the Registrant, see, notes to
consolidated  financial  statements.  Since then the  Company  has no  operating
business and is a development stage company.

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 and online corporate  advertising because of an
opportunity  that  became  available  to  acquire  two  companies  under  common
ownership.

On September 26, 2003 the Company  entered into an amended letter of intent (the
"Amended  LOI")  relating  to the  proposed  acquisition  by the Company of Jade
Entertainment  Group, Inc., a New York corporation ("Jade") and a certain assets
of   MarketShare   Recovery   Inc.,  a  Delaware   corporation   ("Marketshare")
(collectively, the "Transactions"). Jade is engaged in the business of operating
an Internet  search engine for adult  entertainment.  MarketShare  is an on-line
advertising and marketing  company and is a publicly  reporting company (OTC BB:
MSRY).  The Amended LOI amends a prior letter of intent dated July 22, 2003,  as
previously amended September 22, 2003, by terminating the involvement of Blu TV,
Inc., a privately  held New York  corporation  in a proposed  acquisition by the
Company. In addition,  the Amended LOI includes  MarketShare which has agreed to
sell all or  substantially  all of its assets to the  Company.  The terms of the
Transactions  provide  for  the  Company  to  issue  to  MarketShare  and to the
stockholders of Jade a newly created Series B Preferred Stock  convertible  into
greater than a majority of the issued and outstanding  shares of common stock of
the Company. Conditions precedent to the completion of the Transactions includes
completion of the Company's  financial,  operational  and legal due diligence of
each  party,   execution  of  definitive  agreements  and  compliance  with  all
applicable  regulatory  requirements.  While the  Company  anticipates  that the
Transactions  will  close  within  the next  sixty  (60)  days,  there can be no
assurance that either or both acquisitions  will be completed,  or if completed,
upon the terms set forth in the Amended LOI.

On October 1, 2003, the Company made a short-term  working  capital loan to Jade
of $50,000 on a secured  basis in advance of any closing of the  acquisition  of
Jade by the Company.  The loan is repayable in the event the Jade acquisition is
not completed.

Dominix currently has no full time employees, and the only part time employee is
our sole Director and sole Officer.

                                       18

<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report,  the Company carried out an
evaluation,  under the supervision and with the  participation  of the Company's
management,  including the Company's Chief Executive Officer and Chief Financial
Officer,  of the  effectiveness  of the design and  operation  of the  Company's
disclosure controls and procedures  pursuant to Exchange Act Rule 13a-14.  Based
upon that evaluation,  the Chief Executive  Officer and Chief Financial  Officer
concluded that the Company's disclosure controls and procedures are effective in
timely altering them to material  information relating to the Company (including
its consolidated subsidiaries) required to be included in the Company's periodic
SEC filings.

PART II

ITEM 1. 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 of their  shares of the
Company to various individuals and organizations that were affiliated with ICON.
The  settlement  also involved a payment plan for a total amount of $360,000 due
Mr.  Vahab,  wherein  certain  shares  by Mr.  Vahab  and Ms.  Yamani  are to be
deposited in a third party escrow  account which will be used as the  collateral
for the  payment  plan.  As part of the  settlement,  Mr.  Vahab,  Ms Yamani and
affiliates  with the  Company,  ICON and its  affiliates,  entered  into  mutual
general  releases.  The Company was late in making these payments.  In September
2003, the Company  received  written notice alleging a default of the Settlement
Agreement. The Settlement Agreement provides that upon a default, in lieu of the
cash payment of $360,000,  the Company may cure such default by  delivering  the
sum of twenty million  (20,000,000) shares of common stock, the amount which was
stipulated  as  a  cure  to a  default  condition  in  the  original  Settlement
Agreement. In May 2003, the Company issued 20,000,000 shares of its common stock
in  connection  with this  settlement,  which shares were  delivered in November
2003. The Company believes that it has satisfied its financial obligations under
the Settlement Agreement.

In July 2002 Robert  Fierman,  Esq.,  an  attorney  that worked on the Ray Vahab
matter,  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. On September 15, 2003 the Company and Mr. Fierman entered into an
agreement  whereby in full  settlement of all claims of Mr. Fierman  against the
Company,  the Company  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 September 30, 2003.

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.  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.

                                       19

<PAGE>

ITEM 2. CHANGES IN SECURITIES

In May  2003,  the  Company  issued  20,000,000  shares of its  common  stock in
connection with a settlement with its former Chairman and CEO.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS,  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)

Exhibit 31.1 Certification  Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002

Exhibit  32.1  Certification  Pursuant to 18 U.S. C. Section  13.50,  as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) REPORTS ON FORM 8-K. On October 3, 2003,  we filed a current  report on Form
8-K with respect to Item 5 related to the  Company's  entering  into a letter of
intent  with Jade and  MarketShare  on  September  26,  2003 for the  purpose of
acquiring the capital stock and assets of both companies.


                                       20

<PAGE>

SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

DOMINIX, INC.

November 17, 2003





By:     /s/ Andrew J. Schenker
        --------------------------------------------
        Andrew J. Schenker, 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.




By:     /s/ Andrew J. Schenker
     ----------------------------------------------
        Andrew J. Schenker, Sole Officer and Director


                                       21