<PAGE>



                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 June 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: August 12, 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 June 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)

                              INDEX TO FORM 10-QSB
                                   (UNAUDITED)

                                                                       Page Nos.
 PART I - FINANCIAL INFORMATION:

   ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)

   CONDENSED CONSOLIDATED BALANCE SHEET
     At June 30, 2003                                                       1

   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                          2
     For the Six Months Ended June 30, 2003 and 2002
     Cumulative during the development stage January 1, 2002
     to June 30, 2003)

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

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

   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
     For the Years Ended June 30, 2003 and 2002                             5

   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 JUNE 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                              191,540
  Due to stockholders                                                   158,000
                                                                   ------------
          Total Current Liabilities                                     591,540
                                                                   ------------
Commitments and Contingencies

Stockholders' Deficiency:
  Preferred stock, - $0.001 par value; 3,666,667 shares
    authorized; -0- shares issued and outstanding                          --
  Preferred  stock,  Series A Convertible - $0.001 par value;
    1,333,333 shares authorized, 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                     (554,305)
                                                                   ------------
          Total Stockholders' Deficiency                               (591,540)
                                                                   ------------
          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 Six Months Ended              Stage
                                                    June 30,                   (January 1,
                                        -------------------------------       2002 to June
                                            2003              2002              30, 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                                    --              190,740             94,500
  Depreciation                                  --                8,037             12,179
  Interest expense                            15,538             13,042             45,687
  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                55,538            740,885            331,209
                                        ------------       ------------       ------------
Loss from continuing operations
  before income taxes                        (55,538)          (740,885)          (331,209)

Income taxes                                    --                 --                 --
                                        ------------       ------------       ------------
Loss from continuing operations              (55,538)          (740,885)          (331,209)

Loss from discontinued operations               --             (223,096)          (223,096)
                                        ------------       ------------       ------------
      Net Loss                          $    (55,538)      $   (963,981)      $   (554,305)
                                        ============       ============       ============

Basic and Diluted Net Loss Per
  Share:                                       $(.00)             $(.01)
    From continuing operations
                                               $(.00)             $(.00)
                                               -----              -----
                                               $(.00)             $(.01)
                                               =====              =====

Weighted average number of common
  shares outstanding - basic and
  diluted                                 95,353,292         90,996,955
                                        ============       ============
</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
                                                            June 30,
                                                -------------------------------
                                                    2003               2002
                                                ------------       ------------

Revenues - Net                                  $       --         $       --
                                                ------------       ------------
Costs and Expenses:
  Stock-based compensation
    substantially consisting of
    consulting fees                                     --               10,166
  Consulting fees                                     20,000              4,300
  Other general and administrative
    expenses                                            --               99,148
  Depreciation                                          --                4,142
  Interest expense                                     7,769              4,695
  Debt conversion expense                               --              397,500
                                                ------------       ------------
      Total Costs and Expenses                        27,769            519,951
                                                ------------       ------------
Loss from continuing operations
  before income taxes                                (27,769)          (519,951)

Income taxes                                            --                 --
                                                ------------       ------------
Loss from continuing operations                      (27,769)          (519,951)

Loss from discontinued operations                       --                 --
                                                ------------       ------------
      Net Loss                                  $    (27,769)      $   (519,951)
                                                ============       ============

Basic and Diluted Net Loss Per
  Share:                                               $(.00)             $(.01)
    From continuing operations
                                                       $(.00)             $(.00)
    From discontinued operations                       -----              -----
                                                       $(.00)             $(.01)
      Net Loss Per Share                               =====              =====

Weighted average number of common
  shares outstanding - basic and
  diluted                                         98,594,453         92,182,812
                                                ============       ============

       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 JUNE 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 - June 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                                                              --               (55,538)           (55,538)
                                                                -----------       ------------       -----------
Balance -June 30, 2003                                          $20,995,130       $(21,700,143)      $   (591,540)
                                                                ===========       ============       ============


Accumulated deficit as of January 1, 2002                                         $(21,145,838)
Accumulated deficit during development stage                                          (554,305)
                                                                                  ------------
Total Accumulated Deficit as of June 30, 2003                                     $(21,700,143)
                                                                                  ============
</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 Six Months Ended      Stage
                                                                   June 30,            (January 1,
                                                            -----------------------    2002 to June
                                                              2003           2002        30, 2003)
                                                            ---------     ---------     ---------
<S>                                                         <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                  $ (55,538)    $(963,981)    $(554,305)
  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                                               --           8,037        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                                         --            --         112,500
      Accounts payable and accrued
        liabilities                                            55,528       177,996      (156,738)
                                                            ---------     ---------     ---------
      Net Cash Used in Operating
        Activities                                                (10)      (30,086)     (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                                          $    --       $     304     $    --
                                                            =========     =========     =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

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

       See notes to unaudited condensed consolidated financial statements.

                                       5
<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 June 30, 2003 and the  results of  operations  and cash flows for
the six month  periods  ended June 30, 2003 and 2002,  operations  for the three
month periods ended June 30, 2003 and 2002,  and  operations  and cash flows for
the period January 1, 2002 through June 30, 2003 have been included.

The results of operations for the six-month periods ended June 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.
BookDigital  is a  Delaware  corporation  formed  in  March  of  1999  and  is a
development-stage  company engaged in certain areas of web commerce.  Commencing
in  January  of 2001,  the  Company  halted the  development  of its  operations
conducted  through  BookDigital.  Through the six months ended June 30, 2003 and
2002, BookDigital has generated no revenues.

                                       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  is  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 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 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 six months ended June 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 six
months ended June 30, 2003 and 2002, the Company had incurred  losses of $55,538
and $963,981, respectively. As of June 30, 2003, the Company had a stockholders'
deficiency  of  $591,540.  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 six months ended June 30, 2003 from
stockholders. The Company is actively seeking to merge with a public company and
is  presently  in  negotiations  with a potential  candidate  (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 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 candidate and or completing the contemplated merger transaction.

                                       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.

                                       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)

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

The  consolidated  financial  statements  include  various  estimated fair value
information  at June 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.

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 meet 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.


                                       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)
----------------------------------------------

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.

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 six months ended June
30, 2003 and 2002.


                                       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  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 June 15,  2003.  The  Company  is  currently
evaluating  the effect  that the  adoption of FIN 46 will have on its results of
operations and financial condition.  The Company does not expect the adoption of
FIN 46 will have a significant impact on its consolidated  financial position or
results of operations.

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  how  an  issuer  classifies  and  measures  certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a  liability  (or an asset in some  circumstances).  SFAS No. 150 affects the
issuer's  accounting for three types of freestanding  financial  instruments:  -
mandatorily  redeemable  shares,  which the issuing  company is obligated to buy
back in exchange for cash or other assets -  instruments  that do or may require
to buy back some of its shares in exchange for cash or other assets includes put
options and forward  purchase  contracts - obligations  that can be settled with
shares,  the monetary value of which is fixed, tied solely or predominantly to a
variable  such as a market  index,  or  varies  inversely  with the value of the
issuer's shares.

                                       11
<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)

SFAS No. 150 does not apply to features embedded in a financial  instrument that
is not a  derivative  in its  entirety.  Most of the  guidance  in  SFAS  150 is
effective for all 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 has not yet completed its analysis of
SFAS 150; however,  it believes that the adoption of this pronouncement will not
have a material effect on the Company's condensed financial statement.

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 six
months ended June 30, 2002:

                                                              January 1, 2002 -
                                                                June 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)
                                                                  =========




                                       12
<PAGE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

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 June 30,  2003,  the Company  was in default on the  remaining  note,  with a
principal  due of  $100,000  and  accrued  interest  of $23,557 at June 30, 2003
reported in accrued liabilities.

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 six months ended June 30, 2002. All of the debt is in
arrears as of June 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.  The warrants are
exercisable through the 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 was  accounted  for as an  addition  to paid-in  capital  and a charge to
financing costs during the year ended December 31, 2002.


                                       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)

Pursuant to a registration rights agreement,  the holders of the debentures were
granted mandatory  registration rights, which require the Company to register by
December 31, 2002 common shares in  connection  with the  debentures  conversion
rights.

The Company  failed to register by December  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.  The preferred  shares were assigned a value of $500,000  resulting in a
debt conversion expense of $397,500.

NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

      Interest                                                 $   68,099
      Professional fees                                            71,876
      Litigation accrual                                           51,565
                                                               ----------
                                                               $  191,540
                                                               ==========


NOTE 8 - STOCKHOLDERS' DEFICIENCY

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, such shares have
not yet been delivered.

In May  2003,  the  Company  issued  100,000  shares  of its  common  stock to a
consultant for professional services rendered.



                                       14
<PAGE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 8 - STOCKHOLDERS' DEFICIENCY - (Continued)


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 Preferred Stock                  133,333,000
                                                       -----------
               Total as of March 31, 2003              157,533,000
                                                       ===========

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 June 30, 2003  approximates 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  involves 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 involves 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.  While the Company has received no formal notice of a Default
on the Settlement  Agreement,  it realizes that it is late on its payments.  The
Company  believes  that it has reached an  understanding  with Mr. Vahab and Ms.
Yamani.  The new  understanding  provides  for the issuance to Mr. Vahab and Ms.
Yamani the sum of twenty million (20,000,000) shares of common stock, the amount
which was stipulated as a cure to a default condition on the original Settlement
agreement. In May 2003, the Company issued 20,000,000 shares of its common stock
in connection with this settlement, which have not yet been delivered.


                                       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)
----------

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.  The  Company  failed to answer  the  Complaint  and  defaulted.
Subsequently,  the Company and Mr.  Fierman  have  reached an  understanding  to
settle the matter.  In full  settlement of all claims of Mr. Fierman against the
Company,  the  Company  agreed to issue  3,000  shares  of Series A  Convertible
Preferred  Stock, and agreed that Mr. Fierman will receive the same treatment as
the current Series A Convertible Preferred  Stockholders in terms of payment and
liquidation rights. It is expected the settlement will be completed prior to the
completion of the transaction  described  above. The settlement has been reduced
to writing by the exchange of letters between the parties, and a release will be
executed at the time the preferred shares are issued. These shares have not been
issued as of June 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.
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.  Conditions  precedent  to the  completion  of the
transaction included,  completion of the Company's financial and operational due
diligence and execution of definitive  agreements.  On May 31, 2003,  the Dalian
LOI expired without the Company completing the transaction.


                                       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 - SUBSEQUENT EVENT

On July 22, 2003, the Company entered into a letter of Intent with BLU-TV, Inc.,
a privately  held New York  corporation  ("BTV") and Jade  Entertainment  Group,
Inc., a publicly  reporting New York  corporation to acquire  control of both of
these  businesses  (the "BTV  LOI").  The terms of the  transaction  involve the
issuance of over a majority of the issued and outstanding shares of common stock
of the  Company.  Conditions  precedent  to the  completion  of the  transaction
include  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 this
transaction  will  close  within  the next  ninety  (90)  days,  there can be no
assurance that the transaction will in fact be completed, or if completed,  upon
the terms set forth in the BTV LOI.

                                       17

<PAGE>

Item 2. MANAGEMENT'S DISCUSSION AND ANAYSIS

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.

Subsequent Events

         The Company  determined  that it should change its strategic  focus and
become a service  provider in the marketing and  distribution  of adult oriented
entertainment  content  because  of  an  acquisition   opportunity  that  became
available.

         On July 22, 2003,  Dominix entered into a letter of Intent with BLU-TV,
Inc.,  a privately  held New York  corporation  ("BTV")  and Jade  Entertainment
Group,  Inc., a publicly  reporting New York  corporation to acquire  control of
both of these businesses (the "BTV LOI").  The terms of the transaction  involve
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
include


                                       18
<PAGE>

completion of Dominix's  financial,  operational and legal due diligence of each
party,  execution of definitive  agreements and  compliance  with all applicable
regulatory  requirements.  While Dominix  anticipates that this transaction will
close  within the next  ninety  (90) days,  there can be no  assurance  that the
transaction will in fact be completed, or if completed, upon the terms set forth
in the BTV LOI.

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

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  involves Mr
Vahab,  Ms.  Yamani and  affiliates  transferring  some their  shares to various
individuals  and  organizations  that 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,  mutual  general  releases were entered into by Mr.  Vahab,  Ms
Yamani and  affiliates  with the  Company,  ICON and its  affiliates.  While the
Company has received no formal notice of a Default on the Settlement  Agreement,
it realizes  that it is late on its payments.  The Company  believes that it has
reached an agreement with Mr. Vahab and Ms. Yamani. The new settlement  provides
for  the  issuance  to Mr.  Vahab  and Ms.  Yamani  the  sum of  twenty  million
(20,000,000)  shares of common stock,  the amount which was stipulated as a cure
to a default condition on the original Settlement agreement. It is expected that
the new settlement with Mr. Vahab and related parties will be completed prior to
the completion of the transaction  described  above.  The new settlement has not
been  reduced to a written  agreement  as of this  date,  although  Dominix  has
authorized the settlement and has issued, but not yet delivered, the shares.



                                       19
<PAGE>

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.   Dominix   failed  to  answer  the  Complaint  and  defaulted.
Subsequently,  Dominix and Mr. Fierman have reached an agreement in principal to
settle the  matter.  In full  settlement  of all claims of Mr.  Fierman  against
Dominix,  Dominix  will issue  3,000  shares of Series A  Convertible  Preferred
Stock, and agree that Mr. Fierman will receive the same treatment as the current
Series A Convertible Preferred Stockholders in terms of payments and liquidation
rights.  It is expected the settlement will be completed prior to the completion
of the transaction  described  above. The settlement has been reduced to writing
by the exchange of letters  between the parties,  and a release will be executed
at the time the preferred shares are issued.

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.

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, such shares have
not yet been delivered.

In May  2003,  the  Company  issued  100,000  shares  of its  common  stock to a
consultant for professional services rendered.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

Item 5. OTHER INFORMATION

None


                                       20
<PAGE>

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



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<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.

August 19 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



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