UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON D.C.

                                   FORM 10-QSB


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

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

For the Quarter Ended March 31, 2001


                          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)

                 2777 Summer St., Suite 501, Stamford CT, 06903
                    -----------------------------------------
                     Address of principal executive offices

        Registrant's telephone number, including area code:  203-602-1510

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

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

The number of shares  outstanding of the  Registrant's  Common Stock,  .0001 par
value per share, at March 31, 2001 was 7,711,083.

<PAGE>


                                  DOMINIX, INC.

                               Form 10-QSB- Index

                      For the Quarter Ended March 31, 2001


PART I                                                                     Page

Item 1.      Consolidated Financial Statements                               3
Item 2.      Management Discussion and Analysis                             20

PART II

Item 1.      Legal Proceedings                                              21
Item 2.      Change in Securities                                           21
Item 3.      Defaults Upon Senior Securities                                22
Item 4.      Submission of Matters to a Vote of Security Holders
               Disclosures                                                  22
Item 5.      Other Information                                              22
Item 6.      Exhibits and Reports on Form 8-K                               22

Signatures                                                                  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.



                                       2
<PAGE>

                                     PART I

Item 1.           CONSOLIDATED FINANCIAL STATEMENTS


                         DOMINIX, INC. AND SUBSIDIARIES

                              INDEX TO FORM 10-QSB

                                 MARCH 31, 2001




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

PART I - FINANCIAL INFORMATION:

     CONSOLIDATED BALANCE SHEET                                        4
       At March 31, 2001

     CONSOLIDATED STATEMENTS OF OPERATIONS                             5
       For the Three Months Ended March 31, 2001
       For the Three Months Ended March 31, 2000

     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY                   6
       For the Three Months Ended March 31, 2001

     CONSOLIDATED STATEMENTS OF CASH FLOWS                             7
       For the Three Months Ended March 31, 2001
       For the Three Months Ended March 31, 2000

     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                     8 - 19





                                       3
<PAGE>


                         DOMINIX, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

                                 MARCH 31, 2001


                                    ASSETS
                                    ------

Current Assets:
  Cash                                                             $     49,853
  Accounts receivable, net of allowance for bad debt of
    $72,000                                                             208,626
  Other current assets                                                   86,342
                                                                   ------------
        Total Current Assets                                            344,821

Goodwill, net of accumulated amortization of $264,393                 5,023,465
Property and equipment, net of accumulated depreciation                 324,512
Other assets                                                             34,111
Security deposits                                                        85,547
                                                                   ------------
        Total Assets                                               $  5,812,456
                                                                   ============
                     LIABILITIES AND STOCKHOLDERS' EQUITY
                     ------------------------------------

Current Liabilities:
  Notes payable                                                    $  2,061,004
  Convertible notes payable - stockholders                            1,003,475
  Note payable - other                                                    3,906
  Accounts payable and accrued liabilities                            1,020,929
                                                                   ------------
      Total Current Liabilities                                       4,089,314
                                                                   ------------
Commitments and Other Matters (Notes 1, 6, 7, 8, 9, 10
  and 11)

Stockholders' Equity:
  Preferred stock - $0.001 par value; 5,000,000 shares
    authorized; -0- shares issued and outstanding                          --
  Common stock - $0.001 par value; 20,000,000 shares
    authorized; 7,711,083 shares issued and outstanding                   7,711
  Receivable from stockholder                                          (122,600)
  Additional paid-in capital                                         19,315,712
  Accumulated deficit                                               (17,477,681)
                                                                   ------------
      Total Stockholders' Equity                                      1,723,142
                                                                   ------------
      Total Liabilities and Stockholders' Equity                   $  5,812,456
                                                                   ============





See notes to financial statements.



                                       4
<PAGE>


                         DOMINIX, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



                                                     For the Three Months Ended
                                                             March 31,
                                                    ---------------------------
                                                        2001            2000
                                                    -----------     -----------

Revenues - Net                                      $   719,845     $      --
                                                    -----------     -----------
Costs and Expenses:
  Cost of revenues                                      432,284            --
  Stock-based compensation                            2,104,240            --
  Consulting fees                                        59,698          69,903
  Other general and administrative expenses             687,460         233,086
  Depreciation and amortization expense                 333,633           2,384
                                                    -----------     -----------
    Total Costs and Expenses                          3,617,315         305,373
                                                    -----------     -----------
Other (Income) Expenses:
  Interest expense                                       63,798            --
  Miscellaneous income                                  (14,279)           (191)
  Loss on disposal of equipment                            --            23,308
  Equity loss in an unconsolidated affiliate             12,500            --
  Litigation accrual                                     80,000            --
                                                    -----------     -----------
    Total Other Expenses                                142,019          23,117
                                                    -----------     -----------
    Net Loss                                        $(3,039,489)    $  (328,490)
                                                    ===========     ===========
------------------------------------------ -------------------- ----------------

Basic and Diluted Loss Per Share                         $(.45)          $(.09)
                                                          =====           =====

Weighted average shares used in basic and
  diluted loss per share                              6,714,746       3,531,714
                                                      =========       =========
------------------------------------------ -------------------- ----------------





See notes to financial statements.



                                        5
<PAGE>
<TABLE>
<CAPTION>

                          DOMINIX, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                                   (UNAUDITED)

                    FOR THE THREE MONTHS ENDED MARCH 31, 2001




                                                                                 Common Stock             Additional
                                                             Date of     ----------------------------       Paid-in
                                                           Transaction      Shares          Amount          Capital
                                                           -----------   ------------    ------------    ------------
<S>                                                        <C>           <C>             <C>             <C>
Three Months Ended March 31, 2001:
---------------------------------

Balance - December 31, 2000                                                 4,405,718    $      4,406    $ 14,243,717

Stock issued for acquisition of 98.427% of the
  outstanding shares of International Controller's,
  Inc.                                                         01/01        1,919,786           1,919       2,589,791
Stock issued for conversion of debt                            01/01          281,000             281         379,069
Stock issued for consulting services                           01/01          180,000             180         422,820
Stock issued for consulting and other services                 02/01           92,829              93         222,697
Stock issued for consulting and other services                 02/01          420,000             420         881,580
Stock issued for consulting and other services                 03/01          411,750             412         576,038
Net loss                                                                         --              --              --
                                                                         ------------    ------------    ------------
Balance - March 31, 2001                                                    7,711,083    $      7,711    $ 19,315,712
                                                                         ============    ============    ============



                                                                                                             Total
                                                                          Receivable                     Stockholders'
                                                                             from         Accumulated       Equity
                                                                          Stockholder       Deficit      (Deficiency)
                                                                         ------------    ------------    ------------

Three Months Ended March 31, 2001:
----------------------------------

Balance - December 31, 2000                                              $   (122,600)   $(14,438,192)   $   (312,669)

Stock issued for acquisition of 98.427% of the
  outstanding shares of International Controller's,
  Inc                                                                            --              --         2,591,710
Stock issued for conversion of debt                                              --              --           379,350
Stock issued for consulting services                                             --              --           423,000
Stock issued for consulting and other services                                   --              --           222,790
Stock issued for consulting and other services                                   --              --           882,000
Stock issued for consulting and other services                                   --              --           576,450
Net loss                                                                         --        (3,039,489)     (3,039,489)
                                                                         ------------    ------------    ------------
Balance - March 31, 2001                                                 $   (122,600)   $(17,477,681)   $  1,723,142
                                                                         ============    ============    ============

</TABLE>


See notes to financial statements.


                                       6
<PAGE>
<TABLE>
<CAPTION>

                         DOMINIX, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)




                                                                     For the Three Months Ended
                                                                              March 31,
                                                                     --------------------------
                                                                         2001           2000
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                           $(3,039,489)   $  (328,490)
  Adjustments to reconcile net loss to net cash used
    in operating activities:
      Stock-based compensation                                         2,104,240           --
      Depreciation and amortization                                      333,633          2,384
  Cash provided by (used in) the change in assets and liabilities:
     Increase in accounts receivable, net                                129,858           --
     Decrease in security deposits                                        75,622         27,601
     Increase in other current assets                                    (28,374)          --
     Increase (decrease) in accounts payable and
       accrued liabilities                                               225,507        (12,539)
                                                                     -----------    -----------
    Net Cash Used in Operating Activities                               (199,003)      (311,044)
                                                                     -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Capital expenditures                                                       --           (6,303)
 Acquisition of ICON, net of cash acquired                                10,132           --
                                                                     -----------    -----------
    Net Cash Provided By (Used in) Investing
      Activities                                                          10,132         (6,303)
                                                                     -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from issuance of common stock                                     --          305,791
 Proceeds of convertible loans from stockholders                         247,259          2,488
 Repayment of notes payable                                              (11,356)          --
                                                                     -----------    -----------
   Net Cash Provided by Financing Activities                             235,903        308,279
                                                                     -----------    -----------
Increase (Decrease) in Cash                                               47,032         (9,068)

Cash - Beginning of Period                                                 2,821         43,319
                                                                     -----------    -----------
Cash - End of Period                                                 $    49,853    $    34,251
                                                                     ===========    ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the year for:
    Interest                                                         $    68,560    $      --
                                                                     ===========    ===========
    Common stock issued to convert loans from
      stockholders                                                   $   379,350    $      --
                                                                     ===========    ===========

</TABLE>



See notes to financial statements.



                                       7
<PAGE>

                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE  1 -  BUSINESS AND CONTINUED OPERATIONS

Dominix,  Inc. ("the Company") was  incorporated  under the laws of the state of
Colorado on July 30, 1987 as Apache  Investments,  Inc. In September  1991,  the
name of the Company was changed to Dog World, Inc. In February 1992, the Company
commenced its initial principal  business activity of owning and operating a pet
school and kennel in Grand Prairie,  Texas. In April 1995,  substantially all of
the  Company"s  assets  and  business  operations  were  sold,  and the  Company
subsequently changed its name to Medical Management Systems,  Inc. ("MMSI").  In
June  2000,  MMSI  completed  a  stock  exchange  with   BookDigital.com,   Inc.
("BookDigital"),   where  the  Company   acquired  over  99%  of  the  stock  of
BookDigital.  In July 2000, the name of the Company was changed to Dominix, Inc.
and was reincorporated as a Delaware corporation.

During 2000, the Company"s  current business was operated  through  BookDigital.
BookDigital  is a  Delaware  corporation  formed  in  March  of  1999  and  is a
development-stage company engaged in certain areas of webcommerce. BookDigital"s
business is  comprised  of three web  sites/divisions:  a general  comprehensive
online  reference  site,  a  site  that  serves  schools,  and an  online  legal
subscription service for attorneys, consultants and paralegals, all of which are
under  development.  Commencing  in January of 2001,  the Company has halted the
development of its operations conducted through  BookDigital.  Through March 31,
2001, no revenues have been generated by BookDigital.

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

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles,  which contemplate continuation of the
Company as a going concern.  However,  for the years ended December 31, 1999 and
2000, and the three months ended March 31, 2001, the Company has incurred losses
of approximately $4,266,000, $8,894,000 and $3,039,000,  respectively, and as of
March 31, 2001, had a working capital  deficiency of  approximately  $3,745,000.
The Company may incur additional losses thereafter,  depending on its ability to
generate earnings from its ICON  acquisition,  or enter into any or a sufficient
number of joint  ventures.  The  Company  is in  default  in  promissory  notes,
totalling $500,000,  as of March 31, 2001. These factors raise substantial doubt
about the Company"s ability to continue as a going concern.




                                        8
<PAGE>

                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE  1 -  BUSINESS AND CONTINUED OPERATIONS (Continued)

The Company has principally funded its operations during the quarter ended March
31, 2001 through the sale of convertible debentures resulting in proceeds to the
Company of $247,000.  The Company is  exploring  other  financing  alternatives,
including private placements and joint ventures.  No assurance can be given that
the Company can continue to obtain  financing for working capital or sell all or
any of its securities,  or obtain a loan against its securities, or if obtained,
that such funding will not cause  substantial  dilution to  shareholders  of the
Company.

The Company"s ability to continue as a going-concern is dependent upon obtaining
additional financing, restructuring its existing liabilities, and the successful
marketing  of  its  telecommunications  services  through  ICON.  The  financial
statements  do not include any  adjustments  relating to the  recoverability  of
recorded  asset  amounts  that  might  be  necessary  as a result  of the  above
uncertainty.

NOTE  2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
---------------------

The  accompanying   consolidated  financial  statements  are  unaudited.   These
statements  have been prepared in accordance  with the rules and  regulations of
the Securities and Exchange  Commission ( the "SEC").  Certain  information  and
footnote  disclosures  normally included in the financial statements prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted  pursuant to such rules and  regulations.  In the opinion of management,
the consolidated financial statements reflect all adjustments necessary to state
fairly  the  financial  position  and  results of  operations  as of and for the
periods  indicated.  These consolidated  financial  statements should be read in
conjunction  with the Company's  financial  statements and notes thereto for the
year ended  December 31, 2000,  included in the  Company's  Form 10-KSB as filed
with the Securities and Exchange Commission.

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

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

Equity Method of Accounting for Unconsolidated Affiliates
---------------------------------------------------------

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



                                       9
<PAGE>

                       DOMINIX, INC. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)



NOTE  2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

At March 31,  2001,  investments  in  companies  accounted  for under the equity
method consist of the following:


                                                                   County of
                                               % Owned            Operations
                                               -------            ----------

                eClub de Venezuela, LLC            28%             Venezuela

Use of Estimates
----------------

The preparation of 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  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents
-------------------------

The Company considers all highly liquid investments with original maturity dates
of three months or less to be cash equivalents.

Property and Equipment
----------------------

Property and  equipment is stated at cost.  Depreciation  is provided  using the
straight-line  method over the estimated useful lives of the assets, which range
from three to seven years.

Goodwill
--------

Goodwill  consists of goodwill  recorded in connection  with the  acquisition of
ICON on January 10, 2001.  Goodwill is being amortized  using the  straight-line
method over 5 years.  Amortization  of goodwill for the three months ended March
31, 2001 was $264,393.

Impairment of Assets
--------------------

The Company  evaluates the  recoverability of long-lived assets by measuring the
carrying  amount of the assets  against the estimated  undiscounted  future cash
flows  associated  with them.  At the time such  evaluations  indicate  that the
future  undiscounted cash flows of certain  long-lived assets are not sufficient
to recover the carrying  value of such assets,  the assets are adjusted to their
fair  values.  Based on these  evaluations,  there  were no  adjustments  to the
carrying value of long-lived assets.



                                       10
<PAGE>

                       DOMINIX, INC. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)



NOTE  2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes
------------

Deferred  tax  liabilities  and assets are  determined  based on the  difference
between the  financial  statement  carrying  amounts and tax bases of assets and
liabilities  using  enacted  tax  rates in  effect  in the  years  in which  the
differences are expected to reverse.

Revenue Recognition
-------------------

The Company derives its revenue from its  telecommunications  services conducted
through its ICON  subsidiary.  Revenue is billed and recorded  monthly  based on
actual usage of telecommunication services.

Research and Development
------------------------

Research and development expenditures are charged to expense as incurred.

Advertising
-----------

Advertising  costs are expenses as incurred.  Advertising  expense for the three
months ended March 31, 2001 and 2000 was $4,602 and $2,500, respectively.

Stock-Based Compensation
------------------------

The Company follows  Statement of Financial  Accounting  Standards No. 123 (SFAS
123), "Accounting for Stock-Based Compensation". SFAS 123 establishes accounting
and reporting  standards  for  stock-based  employee  compensation  plans.  This
statement  allows  companies  to choose  between the fair value based  method of
accounting,  as defined in this statement,  and the intrinsic value based method
of accounting,  as prescribed by Accounting Principles Board Opinion No. 25 (APB
25),  Accounting  for Stock  Issued to  Employees".  The  Company has elected to
continue to follow the  accounting  guidance  provided by APB 25, as  permitted.
Under the  provisions  of APB No.  25,  compensation  cost for stock  options is
measured as the  excess,  if any, of the quoted  market  price of the  Company"s
common  stock at the  date of grant  over the  amount  an  employee  must pay to
acquire the stock.

Financing Costs
---------------

Financing  costs related to the beneficial  conversion  feature of the year 2000
convertible  notes  were  amortized  in 2000  over the  period in which the debt
became convertible.



                                       11
<PAGE>

                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE  2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loss Per Share
--------------

During 1999, the Company  adopted  Statement of Financial  Accounting  Standards
("SFAS") No. 128, "Earnings Per Share",  which changed certain  requirements for
computing  and  disclosing  earnings  per  share,  retroactive  for all  periods
presented.  Adoption  of  this  statement  had no  effect  on  the  accompanying
financial statements.

Basic net loss per common share has been computed based on the weighted  average
number of shares of common stock outstanding during the periods presented, which
were  retroactively  adjusted to give recognition to the stock split on December
1999 and the stock exchange completed in June of 2000.

Common  stock  equivalents,   consisting  of  options,   warrants,   convertible
debentures discussed in the notes to the 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 financial  statements  include various  estimated fair value  information at
March 31, 2001, 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:

Cash and Cash Equivalents:  The carrying amount  approximates fair value because
of the short-term maturity of those instruments.

Receivables and Payables: 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.




                                       12
<PAGE>

                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE  2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Reclassifications
-----------------

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

NOTE  3 -  BUSINESS COMBINATIONS

BookDigital - Pooling
---------------------

In June 2000, the  shareholders of BookDigital  completed an exchange offer with
MMSI,   which   was   accounted   for  as  a  reverse   acquisition   under  the
pooling-of-interests   method.   Accordingly,   all  prior  period  consolidated
financial  statements  presented  have been  restated  to include  the  combined
results of  operations,  financial  position and cash flows of  BookDigital  and
MMSI.  Under the terms of the offer,  .31133  shares of the common stock of MMSI
were exchanged for each common share of BookDigital. In the exchange offer, MMSI
issued an aggregate  of 3,694,649 of its common  shares in exchange for 99.7% of
the outstanding shares of BookDigital.

Prior to the exchange offer, MMSI had no operating activity.

ICON - Purchase Method
----------------------

On January 10, 2001, the Company acquired  approximately  98% of the outstanding
stock of International  Controllers,  Inc. ("ICON"),  a privately-held  Delaware
corporation in an exchange of stock transaction with its principal.

In connection with the acquisition of ICON, the Company issued  1,919,786 shares
of  its  common  stock  valued  at  $2,591,710.  Pursuant  to the  terms  of the
transaction, the principal of ICON became the Company"s Chairman and CEO.

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



                                       13
<PAGE>

                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE  3 -         BUSINESS COMBINATIONS (Continued)

ICON - Purchase Method (Continued)
----------------------

The acquisition was accounted for as a purchase,  under which the purchase price
was  allocated to the acquired  assets and assumed  liabilities  based upon fair
values at the date of the acquisition. The excess of the purchase price over the
fair  value of the net  assets  acquired  amounted  to  $5,287,857  and is being
amortized on a straight-line  basis over 5 years. The accompanying  consolidated
financial  statements  include  the  operations  of ICON  from  the  date of the
acquisition (January 10, 2001).

The Company"s consolidated financial statements for the three months ended March
31,  2000 do not  include  the  results of  operations  of ICON.  The  following
summarizes  the unaudited  proforma  results of operations  for the three months
ended March 31, 2000, assuming the foregoing acquisition had occurred on January
1, 2000:


                Revenue                                         $ 892,078
                                                                =========

                Net Loss                                        $(693,049)
                                                                =========

NOTE  4 - PROPERTY AND EQUIPMENT

Machinery and equipment at March 31, 2001 consisted of the following:


                Machinery and equipment                         $ 152,436
                Transportation equipment                           23,029
                Office furniture and fixtures                      68,629
                Telecommunication equipment                       173,287
                Leasehold improvements                              9,374
                                                                ---------
                                                                  426,755
                Less: Accumulated depreciation                    102,243
                                                                ---------
                                                                $ 324,512
                                                                =========

Depreciation expense for the three months ended March 31, 2001 amounted to
$61,176 and $2,384, respectively.





                                       14
<PAGE>

                       DOMINIX, INC. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)



NOTE  5 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of the following:


                Professional fees                        $  343,785
                Interest payable                            247,105
                Telecommunication costs                     117,110
                Payroll and payroll taxes                   121,850
                Litigation accrual                           80,000
                Other                                       111,079
                                                         ----------
                                                         $1,020,929
                                                         ==========

NOTE  6 - NOTES PAYABLE

Represents debt of ICON subsidiary payable to Merrill Lynch. The note is payable
on demand  and bears  interest  at LIBOR,  plus 2% per annum  (6.9% at March 31,
2001).  The loan is  collateralized  by securities owned by a shareholder of the
Company.

NOTE  7 - CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS

Convertible notes payable to stockholders consisted of the following as of March
31, 2001:


                Notes payable by parent company          $  500,399

                Note payable by ICON subsidiary             503,076
                                                         ----------
                                                         $1,003,475
                                                         ==========

Notes payable to stockholders  by the parent company are convertible  promissory
notes  obtained  primarily  for working  capital  purposes.  They have  original
maturity  dates from 60 to 360 days and bear  interest  at 8% and 13% per annum.
Certain of 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.  The  Company  assigned  a value of  $142,845  to the
beneficial  conversion feature of the notes and was accounted for as addition to
paid-in  capital and a charge to financing  costs during the year ended December
31, 2000.  At March 31, 2001,  the Company has  defaulted on three of the notes,
with a principal amount of $500,399.

Note  payable to  stockholder  by the ICON  subsidiary  is payable on demand and
bears interest at the rate of 8.0% per annum. During the quarter ended March 31,
2001, the Company  issued 281,000 shares of its common stock to the  stockholder
and reduced the  principal  balance by $379,350.  The  remaining  principal  and
interest  balance of $503,076 is convertible into shares of the Company"s common
stock at $1.35 per share.




                                       15
<PAGE>

                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE  8 - STOCKHOLDERS" EQUITY

Reincorporation in Delaware
---------------------------

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.

Stock Issuances
---------------

During  February  and March 2001,  the Company  issued  1,104,579  shares of the
common stock valued at  $2,104,240  to various  employees  and  consultants  for
services rendered.

Earnings Per Share
------------------

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


    Warrants to purchase common stock at $8.20 per share              9,231,000
    Convertible debentures (assumed conversion at March 31,
      2001)                                                             900,000
    Options to purchase common stock                                    300,000
    Contested stock issuances                                         2,000,000
                                                                     ----------
        Total as of March 31, 2001                                   12,431,000
                                                                     ==========




                                       16
<PAGE>

                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE  9 - COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

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

Rent expense under various  operating  leases,  for the three months ended March
31, 2001 and 2000, was $83,848 and $45,754, respectively.

Contested Stock Issuances
-------------------------

During the year ended  December 31, 2000,  the Company"s  former CEO was granted
options to purchase approximately 622,600 shares of common stock for an exercise
price of $.0001 per share and was also issued  1,300,000 shares of common stock.
The options  vest upon the  attainment  of certain  defined  financial  hurdles.
During 2000,  the former CEO exercised all of these  options.  During January of
2001,  the new  management  of the Company and the  Company"s  security  counsel
reviewed the stock issuances to the former CEO and concluded that  approximately
2,000,000  shares  were  issued in error.  It is the  opinion  of the  Company"s
outside security counsel that the Company has a very substantial chance of being
successful in cancelling such shares issued to the former CEO. Accordingly,  the
2,000,000  shares  have not been  reflected  as issued  and  outstanding  in the
accompanying financial statements.

Related Party Transactions
--------------------------

In connection  with the year 2000 private  placement of  BookDigital,  a company
controlled  by the  Company"s  former CEO received  placement  and other fees of
approximately $208,000.

The Company received various loans  aggregating  $233,000 during 2000 and $8,000
in 2001 from  companies  believed to be controlled  by the Company"s  former CEO
(see Note 7).

In September of 2000, the Company entered into an employment  agreement with its
former CEO.  The  agreement  called for an annual base salary of  $195,000.  The
employment agreement was terminated in January of 2001.






                                       17
<PAGE>

                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE  9 - COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)

Litigation
----------

BookDigital  is presently  involved in an arbitration  proceeding  with a former
employee,  alleging improper  termination and demanding pay for the remainder of
contract.  The  Arbitration  Association  ruled that the employee was improperly
terminated by the former President and awarded that the employee is "entitled to
the  continuation of his salary from June 23, 2000 up to the end of his contract
to be paid  in  accordance  with  the  payroll  practices  of  BookDigital.com".
BookDigital.com  will  argue  that,  because  of the  downturn  of the  Internet
industry in 2000, the division where the employee was working was closed down in
September 2000.  BookDigital.com  plans to settle with the employee,  but cannot
predict the outcome of the settlement.  An accrual of $80,000 was recorded as of
March 31, 2001.

The Company has been  contacted  by an attorney  representing  10 investors in a
private placement offering of securities of BookDigital alleging fraud and other
irregularities  in the offering.  The investors are  requesting  $530,400,  plus
interest and legal costs.  The Company cannot predict the outcome of this matter
at this early stage.

International Operations
------------------------

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

The revenues generated by ICON originate in the United States and are payable by
the users who are located in the United States. Accordingly,  none of the ICON"s
revenues  are  considered  to be  foreign.  As  of  March  31,  2001,  ICON  had
telecommunication  equipment with a net book value of approximately $60,000 with
situs in the above-mentioned foreign countries.

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





                                       18
<PAGE>

                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 10 - SUPPLEMENTAL CASH FLOW INFORMATION

During  the three  months  ended  March 31,  2001,  the  Company  completed  the
acquisition of ICON. The  transaction  had the following  non-cash impact on the
balance sheet as of March 31, 2001:


                Accounts receivable - net                         $  338,484
                Other current assets                                  42,627
                Goodwill                                           5,287,857
                Property and equipment - net                         266,513
                Security deposits                                     35,433
                Other assets                                          42,175

                Notes payable                                     (2,064,744)
                Note payable - stockholder                          (802,317)
                Accounts payable and accrued liabilities            (564,450)
                Equity                                            (2,591,710)
                                                                  ----------
                Net Cash Provided from Acquisition                $  (10,132)
                                                                  ==========

NOTE 11 - SUBSEQUENT EVENT

Stock Split
-----------

Effective April of 2001, the Company"s Board of Directors and major shareholders
amended the Certificate of Incorporation  and increase the authorized  number of
shares of the  Company to  200,000,000  common  shares and  5,000,000  preferred
shares.  At the same time,  the  Company"s  Board of Directors and various major
shareholders  declared a forward split of the shares of common stock of ten (10)
shares for each one (1) share owned. The effective date of the forward-split was
April 30, 2001 for shareholders of record on April 20, 2001.





                                       19
<PAGE>

Item 2.           MANAGEMENT'S DISCUSSION AND ANAYSIS

Description of Business:

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

Due to the current  state of decline of the Internet  industry,  Bookdigital.com
has halted development of its  www.bookdigital.com,  www.bookdigitalschools.com,
www.lawxpress.com  web sites.  Dominix has instead  re-focused its activities on
its  telecommunication  strengths by concentrating on e-rate  (telecommunication
infrastructure   build-out   for   the   schools)   programs   as  well  as  its
eClubsworldwide business model.


Results of Operation:

Dominix is no longer considered a development stage company.  As a result of the
ICON acquisition,  significant revenue generating  operations have commenced and
are  anticipated to continue.  Furthermore,  this is our first  periodic  report
since we concluded the  acquisition  of ICON,  and our  discussions  reflect the
consolidation,  which  has  been  accounted  for by  the  purchasing  method  of
accounting.

We had revenues on a consolidated  basis of $719,845 for the three-month  period
ended  March  31,  2001,  whereas  there  were no  revenues  for the  comparable
three-month  period of the prior  year.  The  revenues  we  reported  during the
three-month  period ended March 31,2001,  were primarily due from the operations
of ICON.

During  our  three-month  period  ended  March  31,  2001,  we had a  loss  from
operations  on a  consolidated  basis of  $3,039,489,  compared  to a loss  from
operations  of $328,490  for the same period of the prior  year.  The  principal
reason for the net loss from  operations  for the  three-months  ended March 31,
2001 was due to the stock based compensation given for consulting work.

The Company is actively pursuing the e-rate program for schools it had signed up
by the July 2001 time  frame.  Furthermore,  the Company  continues  to actively
pursue a number of joint  venture  deals  involving  its eClubs  business in the
Philippines, Russia and Venezuela.

Liquidity and Capital Resources.

At March 31, 2001 we had total  current  assets of $344,821  and total assets of
$5,812,456.  A  significant  portion  of the  assets  can be  attributed  to the
goodwill booked as part of the ICON acquisition.  Our total current  liabilities
were $4,089,314 at March 31, 2001, a large portion of which is the assumption of
debt of ICON which was used to develop the IQ switching and software  technology
as well as developing the eClubs ethnic marketing concept.  The accounts payable
at March 31, 2001 was $1,020,929. Our cash flow used by our operating activities
were $199,003 for the three-month period ended March 31, 2001.



                                       20
<PAGE>

In  order  for  us to  meet  our  operating  expenses,  we  utilized  loans  and
convertible  debenture  notes in the amount of  $235,903.  To help  finance  its
future  operations,  the Company is depending on its ability to generate revenue
from its eClubs and e-Rate programs as well as its ability to raise capital.  No
assurance  can be given that the Company can  continue to obtain  financing  for
working capital or sell all or any of its  securities,  or obtain a loan against
its  securities,  or if obtained  that such funding  will not cause  substantial
dilution to shareholders of the Company.


                                     PART II

Item 1.           LEGAL PROCEEDINGS

There is a possible  legal action with respect to the former  Chairman,  CEO and
consultant, Ray Vahab. There is also a possible legal action with respect to the
former  Director and President of the company  Zhara Yamani.  Both Mr. Vahab and
Ms. Yamani were  terminated  for cause.  The company is currently  investigating
possibility  of  litigation   for  improper   activities  as  well  as  improper
distribution of stock.

With   regards   to  an   arbitration   proceeding   involving   a   subsidiary,
Bookdigital.com   with  a  former  employee  (Mr.   Colucci),   the  Arbitration
Association  ruled that Mr.  Colucci  was  improperly  terminated  by the former
President and awarded that Mr. Collucci is "entitled to the  continuation of his
salary from June 23, 2000 up to the end of his contract to be paid in accordance
with the payroll practices of Bookdigital.com". Bookdigital.com will argue that,
because of the downturn of the Internet Industry in 2000, the division where Mr.
Colucci was working was closed down on September 2000.  Bookdigital.com plans to
settle with Mr. Colluci but cannot predict the outcome of the settlement.

The Company was previously contacted by an attorney representing 10 investors in
a  private  placement  offering  of  securities  of   Bookdigital.com   alleging
irregularities  by the former CEO in the offering.  The new  management  has met
with the investor  group and is working  diligently in a  cooperative  manner to
move forward with the Company.


Item 2.           CHANGES IN SECURITY

During  January  2001,  the Company  issued a total of 1,945,000  shares for the
acquisition  of ICON which  includes  shares to the major owner of ICON (Enrique
Abreu),  partial  payment to ICON debtors,  commissions  and finders  fees.  The
Company also reserved  255,786  shares to buy-out the ICON employee stock option
plan. In addition,  Enrique Abreu was given 100,000  options at $6.00 as part of
his employment agreement with the Company.

On January 26, 2001,  the Company  registered  on Form S-8,  192,000  shares for
various  consulting,  marketing,  legal services as well as partial  payments to
employees of  Bookdigital.com.  On February 21, 2001 the Company  registered  on
Form S-8, an additional 445,000 shares for various consulting,  marketing, legal
services.  On March 12, 2001,  382,000 Restricted Shares were issued for various
consulting  contracts.  Of the shares issued to consultants,  a total of 460,000
are being contested and canceled by the Company for services not rendered by the
consultants.

During,  the  three  months  ended  March  31,2001,  the  Company  entered  into
convertible debenture agreements with third party investors. There is a total of
$235,000 of convertible promissory notes that have maturity dates from 60 to 360
days and bear  interest at 8% and 13% per annum.  The notes  contain a provision
for conversion,  at the holder's  option,  into the Company's  common stock at a
conversion  price  ranging  from 70 to 75% of the average  closing bid price per
share of common stock for the  five-day  period  prior to such  conversion.  The
Company also has loans to the former CEO and a company  controlled by the former
CEO for an aggregate  total of $233,000  which bear interest a 8% and provisions
for conversion at a conversion  price ranging of 70% of the average  closing bid
price  per  share  of  common  stock  for  the  five-day  period  prior  to such
conversion. The Company plans to offset a receivable of $122,600 from the former
CEO to the effective loan to the Company.



                                       21
<PAGE>

Item 3.           DEFAULTS UPON SENIOR SECURITIES

None


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

In the  first  quarter  of  2001,  the  shareholders  were  asked to vote on the
amendment to the certificate of incorporation and forward split, as set forth in
the Schedule 14C  Information  Schedule,  dated April 19, 2001,  incorporated by
reference herein

Effective  April  of  2001,  the  Corporation's  Board of  Directors  and  major
shareholders  decided to amend the Certificate of Incorporation and increase the
authorized  number of shares of the  Corporation to  200,000,000  million common
shares and 5,000,000  preferred shares. At the same time the Corporation's Board
of Directors,  and various major shareholders discussed declared a forward split
of the shares of common stock of ten (10) shares for each one (1) share owned.


Item 5.           OTHER INFORMATION

None


Item 6.           EXHIBITS,  CONSOLIDATED  FINANCIAL  STATEMENTS,  SCHEDULES AND
                  REPORTS ON FORM 8-K


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

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

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

     (a)(3) EXHIBITS.


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

                       EXHIBITS AND SEC REFERENCE NUMBERS


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


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

(b)     Reports on Form 8-K



                                       22
<PAGE>

SIGNATURES

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



         Date: May 23, 2001     By: /s/ Enrique Abreu
                                    ----------------------------
                                    Enrique Abreu,   President

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


                DATE                    SIGNATURE / TITLE
                ----                    -----------------


         Date: May 23, 2001     By: /s/ Enrique Abreu
                                    ----------------------------
                                    Enrique Abreu,   CEO


         Date: May 23, 2001     By: /s/ Enrique Abreu
                                    ----------------------------
                                    Enrique Abreu, Chairman


         Date: May 23, 2001     By: /s/ Ric Cmiel
                                    ----------------------------
                                    Ric Cmiel, Director


         Date: May 23, 2001     By: /s/ Maya Likar
                                    ----------------------------
                                    Maya Likar, Director






                                       23