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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM 10-QSB

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

For the Quarter Period Ended
       June 30, 2004                              Commission File No. 000-29462

                              110 MEDIA GROUP, INC.
             (Exact name of Registrant as specified in its Charter)

      Delaware                                                  13-4127624
(State or jurisdiction of                                    (IRS Employer
incorporation or organization)                              Identification No.)

95 Broadhollow Road, Suite 101, Melville, NY                         11747
  (Address of Principal Executive Office)                          (Zip Code)

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

Former name, former address and former fiscal year, if changed since
last report:  Dominix, Inc.


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 a 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  [ ]


The number of shares issued and  outstanding of the  Registrant's  Common Stock,
$.001 par value, as of August 11, 2004 was 16,923,052.



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<PAGE>

                                                                 Page

PART I - FINANCIAL INFORMATION:


Item 1 - FINANCIAL STATEMENTS (Unaudited)

  Condensed Consolidated Balance Sheet                             1
  Condensed Consolidated Statements of Operations                2-3
  Condensed Consolidated Statements of Cash Flows                4-5


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS            6-21






<PAGE>

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

                                            CONDENSED CONSOLIDATED BALANCE SHEET
                                                                     (Unaudited)

                                                                   June 30, 2004
--------------------------------------------------------------------------------

                                     ASSETS

<TABLE>
<CAPTION>
<S>                                                               <C>            <C>
CURRENT ASSETS
Cash                                                              $     26,402
Prepaid expenses and other current assets                                  929
                                                                  ------------

Total Current Assets                                                             $     27,331

PROPERTY AND EQUIPMENT, Net                                                            11,250

OTHER ASSETS
Database license, net                                                                  37,973
Video library                                                                          60,872
                                                                                 ------------

TOTAL ASSETS                                                                     $    137,426
                                                                                 ============

                LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
Convertible debentures                                            $    130,000
Accrued expenses and other current liabilities                         193,707
Due to stockholders and affiliates                                      14,376
                                                                  ------------

Total Current Liabilities                                                        $    338,083

LONG TERM LIABILITIES
   Due to Stockholders                                                                100,000
                                                                                 ------------

TOTAL LIABILITIES                                                                     438,083
                                                                                 ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
Preferred stock - $.001 par value; 5,000,000 shares authorized;
no shares issued or outstanding                                                            --
Common stock - $0.001 par value; 50,000,000 shares
authorized; 16,879,237 shares issued and outstanding                                   16,879
Unearned Compensation                                                                 (80,781)
Additional paid in capital                                                          1,259,737
Deficit accumulated during development stage                                       (1,496,492)
                                                                                 ------------

TOTAL STOCKHOLDERS' DEFICIENCY                                                       (300,657)
                                                                                 ------------

TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIENCY                                                                       $    137,426
                                                                                 ============
</TABLE>

             See notes to unaudited condensed consolidated financial statements.

                                                                               1

<PAGE>

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

                                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                     (Unaudited)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                           Cumulative
                                                                             Period
                                              For the Six Months Ended   July 5, 2001 to
                                                      June 30,              June 30,
                                                 2004          2003           2004
                                             -----------------------------------------
<S>                                          <C>            <C>            <C>
REVENUE                                      $     3,758    $     3,093    $    23,766
                                             -----------    -----------    -----------

COSTS AND EXPENSES
Cost of revenue                                    9,159            328         22,827
Compensatory element of stock transactions        89,219             --         97,913
Depreciation and amortization                      9,274             --          9,392
Selling and administrative expenses              405,489         59,565        693,910
                                             -----------    -----------    -----------

TOTAL COSTS AND EXPENSES                         513,141         59,893        824,042
                                             -----------    -----------    -----------

OPERATING LOSS                                  (509,383)       (56,800)      (800,276)
                                             -----------    -----------    -----------

OTHER EXPENSES
Interest                                         612,401         15,538        668,466
Financing costs                                   20,750             --         27,750
                                             -----------    -----------    -----------

TOTAL OTHER EXPENSES                             633,151         15,538        696,216
                                             -----------    -----------    -----------

NET LOSS                                     $(1,142,534)   $   (72,338)   $(1,496,492)
                                             ===========    ===========    ===========

Basic and Diluted Net Loss Per Share        $       (.29)   $      (.10)
                                             ===========    ===========

Weighted Average Number of Common
Shares Outstanding - Basic and Diluted         3,880,609        743,750
                                             ===========    ===========
</TABLE>


             See notes to unaudited condensed consolidated financial statements.

                                                                               2
<PAGE>


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

                                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                     (Unaudited)
--------------------------------------------------------------------------------


                                             For the Three Months Ended
                                                      June 30,
                                                2004           2003
                                             --------------------------

REVENUE                                      $     1,867    $     1,561
                                             -----------    -----------
COSTS AND EXPENSES
Cost of revenue                                    5,012            846
Compensatory element of stock transactions        89,219             --
Depreciation and amortization                      4,728             --
Selling and administrative expenses              225,595         20,229
                                             -----------    -----------

TOTAL COSTS AND EXPENSES                         324,554         21,075
                                             -----------    -----------

OPERATING LOSS                                  (322,687)       (19,514)
                                             -----------    -----------

OTHER EXPENSES
Interest                                         452,387          7,769
                                             -----------    -----------

TOTAL OTHER EXPENSES                             452,387          7,769
                                             -----------    -----------

NET LOSS                                     $  (775,074)   $   (27,283)
                                             ===========    ===========

Basic and Diluted Net Loss Per Share         $      (.13)   $      (.04)
                                             ===========    ===========

Weighted Average Number of Common Shares
Outstanding - Basic and Diluted                6,035,977        743,750
                                             ===========    ===========


             See notes to unaudited condensed consolidated financial statements.

                                                                               3

<PAGE>

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

                                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                     (Unaudited)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                      Cumulative
                                                                                        Period
                                                      For the Six Months Ended     July 5, 2001 to
                                                               June 30,                June 30,
                                                         2004            2003            2004
                                                     --------------------------------------------
<S>                                                  <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                             $ (1,142,534)   $    (56,763)   $ (1,496,492)
                                                     ------------    ------------    ------------
 Adjustments  to reconcile  net loss to net
  cash provided by (used in) operating
  activities:
Amortization of deferred financing costs                   76,000              --          83,000
Amortization of deferred debt discount                    527,100              --         575,000
Depreciation and amortization                               9,274              --           9,393
Compensatory element of stock transactions                 89,219              --          97,913
Changes in operating assets and liabilities:
Video library                                             (10,872)             --         (60,872)
Prepaid expenses and other current assets                    (109)             --          (1,356)
Accrued Accounts Receivable                                   426              --             426
Accrued expenses and other current liabilities             69,226          55,538         120,212
                                                     ------------    ------------    ------------

TOTAL ADJUSTMENTS                                         760,264          55,538         823,716
                                                     ------------    ------------    ------------

NET CASH USED IN OPERATING
ACTIVITIES                                               (382,270)         (1,225)       (672,776)
                                                     ------------    ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of computer equipment                             (6,203)             --         (13,048)
Cash received in recapitalization                              --              --         496,544
                                                     ------------    ------------    ------------

NET CASH (USED IN) PROVIDED BY
INVESTING ACTIVITIES                                       (6,203)             --         483,496
                                                     ------------    ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Cash received from Stockholders                           100,000              --         100,000
Proceeds from sale of common stock                             --              --         159,749
Advances to affiliate                                          --              --         (44,067)
                                                     ------------    ------------    ------------

NET CASH PROVIDED BY
FINANCING ACTIVITIES                                 $    100,000    $         --    $    215,682
                                                     ------------    ------------    ------------
</TABLE>


             See notes to unaudited condensed consolidated financial statements.

                                                                               4

<PAGE>

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

                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
                                                                     (Unaudited)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                    Cumulative
                                                                                      Period
                                                      For the Six Months Ended   July 5, 2001 to
                                                               June 30,              June 30,
                                                         2004           2003           2004
                                                    --------------------------------------------
<S>                                                 <C>             <C>             <C>
NET (DECREASE) INCREASE  IN CASH                    $   (288,473)   $     (1,225)   $     26,402

CASH - Beginning                                         314,875           2,240              --
                                                    ------------    ------------    ------------

CASH - Ending                                       $     26,402    $      1,015    $     26,402
                                                    ============    ============    ============


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

Taxes                                               $      1,880    $         --    $      1,880

 Non-cash investing and financing activities:

Conversion of debt                                  $    687,000                    $    687,000
Conversion of accrued liabilities                   $     69,226                    $     69,226

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

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


             See notes to unaudited condensed consolidated financial statements.

                                                                               5

<PAGE>


                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and Subsidiary)
                                                   (A Development Stage Company)

                            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  financial
      statements  should be read in conjunction with the consolidated  financial
      statements  and related  footnotes  included in 110 Media Group,  Inc. and
      ("the company")  (formerly known as Dominix Inc. and subsidiary  "Dominx")
      annual report on Form 10-KSB for the year ended December 31, 2003.

      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, 2004 and the results of operations  and
      cash flows for the six-month periods ended June 30, 2004 and June 30, 2003
      and for the period July 5, 2001 through June 30, 2004 have been included.

      The results of operations for the six-month period ended June 30, 2004 are
      not necessarily indicative of the results to be expected for the full year
      ended December 31, 2004.


NOTE 2 - Business and Reverse Merger

      On December 5, 2003,  Dominix  Inc.,  a publicly - traded  company with no
      active  business  listed on the  electronic  bulletin  board,  ("Dominix")
      acquired 100% of Jade Entertainment Group, Inc. ("Jade"), a privately-held
      New York  Corporation.  Jade and Dominix  collectively  are referred to as
      "the Company". Jade is a development stage company engaged in the business
      of operating various adult Internet  web-site's  including a search engine
      for adult entertainment.  Accordingly, this transaction has been accounted
      for as a reverse merger with Jade as the acquirer of Dominix.  The reverse
      merger  was  accounted  for  as  a   recapitalization   of  Jade  and  the
      stockholders' equity of Jade were retroactively  restated to its inception
      on, July 5, 2001.

      Jade since  inception has been  developing its  technology,  marketing its
      website to potential  advertisers and building  consumer  awareness of the
      Jade's website and services. Jade's website,  AskJade.com,  is a specialty
      search  engine for the adult  entertainment  industry.  Its search  engine
      allows  Internet  users to enter a word,  phrase  or plain  English  query
      describing what they want located on the Internet.  Its search engine then
      displays a selection of websites related to that query. In addition,  Jade
      intends to distribute its video library of adult content  through both the
      wholesale and retail  channels  throughout the United States in 2004. None
      of its planned principal operations have generated any substantial revenue
      through June 30, 2004.


                                                                               6
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and Subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 2 - Business and Reverse Merger

      On June 4, 2004, Dominix Inc. and subsidiary effected the one-for-two
      hundred reverse stock split as well as changed its name to "110 Media
      Group, Inc." and changed its trading symbol on the OTC-Bulletin Board to
      OTEN.

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

      During  2000,   Dominix's  business  was  operated  through   BookDigital.
      BookDigital  is a Delaware  corporation  formed in March of 1999 and was a
      development-stage  company  engaged in certain areas of web  commerce.  In
      2001, due to the decline of the Internet industry,  Bookdigital.com halted
      development  of its  www.Bookdigital.com,  www.bookdigitalschools.com  and
      www.Lawxpress.com web sites and ceased operations.  Through the six months
      ended June 30, 2004, BookDigital has generated no revenues.

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



                                                                               7
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and Subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 3 - Going Concern and Managements Plans

      The accompanying  condensed  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, 2004 and 2003 and for the
      period from  inception  (July 5, 2001) through June 30, 2004,  the Company
      had incurred  losses of  approximately  $1,143,000  $72,000 and $1,496,000
      respectively.  The  Company is in default  on  certain  convertible  notes
      payable,  see Note 7. These  factors  raise  substantial  doubt  about the
      Company's  ability to  continue as a going  concern.  During the six month
      period ended June 30, 2004 the company received $100,000 advanced from its
      stockholders to pay operating expenses.  The Company's ability to continue
      as a  going-concern  is dependent  upon  obtaining  additional  financing,
      restructuring its existing  liabilities,  and the successful completion of
      its business plan. The condensed  consolidated financial statements do not
      include  any  adjustments  that  might  result  from the  outcome  of this
      uncertainty.  No  assurance  can be  provided  that  the  Company  will be
      successful in locating  additional  financing or  completing  its business
      plan.

NOTE 4 - Summary of Significant Accounting Policies

      Principles  of   Consolidation   The  condensed   consolidated   financial
      statements  include the accounts of Jade from inception  (July 5, 2001) to
      June 30,  2004  and  Dominix  and  BookDigital  from  the date of  merger,
      December  5, 2003 to June 30,  2004,  collectively  (the  "Company").  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.


                                                                               8
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and Subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------


NOTE 4 - Summary of Significant Accounting Policies, continued

      Video Library During 2003 the Company  acquired fifty  digitally  mastered
      tapes  containing  adult  content,  which they intend to convert  into DVD
      format  and  other  media  entertainment.   Statement  of  Position  00-2,
      "Accounting by Producers or Distributors of Films"  ("SOP-00-2")  requires
      that film costs be  capitalized  and  reported as a separate  asset on the
      balance  sheet.  Film costs include all direct  negative costs incurred in
      the production of a film, as well as  allocations  of production  overhead
      and capitalized interest.  Direct negative costs include cost of scenario,
      story,  compensation of cast, directors,  producers,  writers,  extras and
      staff,   cost   of  set   construction,   wardrobe,   accessories,   sound
      synchronization,  rental of  facilities  on location  and post  production
      costs.   SOP-00-2   also   requires  that  film  costs  be  amortized  and
      participation          costs          accrued,          using          the
      individual-film-forecast-method-computation  method,  which  amortizes  or
      accrues  such  costs in the same  ratio  that the  current  period  actual
      revenue (numerator) bears to the estimated remaining unrecognized ultimate
      revenue as of the beginning of the fiscal year (denominator).  The Company
      makes  certain  estimates  and judgments of its future gross revenue to be
      received for each film based on information  received by its distributors,
      historical results and management's knowledge of the industry. Revenue and
      cost  forecasts are  continually  reviewed by management  and revised when
      warranted  by  changing  conditions.  A change  to the  estimate  of gross
      revenues for an  individual  film may result in an increase or decrease to
      the percentage of  amortization  of  capitalized  film costs relative to a
      previous period.

      In  addition,  SOP-00-2  also  requires  that if an  event  or  change  in
      circumstances  indicates  that an entity  should  assess  whether the fair
      value of a film is less than its  unamortized  film costs,  then an entity
      should determine the fair value of the film and write-off to the statement
      of operations  the amount by which the  unamortized  capital costs exceeds
      the film's fair value

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


                                                                               9
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and Subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 4 - Summary of Significant Accounting Policies, continued

      Revenue Recognition

      Revenue  recognized by Jade through June 30, 2004 represents  revenue from
      its search  engine.  Jade receives a fee when its search engine is used to
      complete an online purchase.  The revenue is recognized upon completion of
      the transaction.  Revenue  generated under the sale of its DVD's and other
      media entertainment is recognized upon shipment of the merchandise.

      Website Development Costs

      The Company  recognizes the costs  associated with developing a website in
      accordance  with the American  Institute of Certified  Public  Accountants
      ("AICPA")  Statement  of Position  ("SOP") No. 98-1,  "Accounting  for the
      Costs of Computer  Software  Developed  or  Obtained  for  Internal  Use".
      Relating to website  development  costs the Company  follows the  guidance
      pursuant to the Emerging  Issues Task Force  (EITF) No. 00-2,  "Accounting
      for Website Development Costs".  Internal costs related to the development
      of website content are expensed as incurred. As of June 30, 2004 there are
      no capitalized website development costs.

      Advertising Costs

      Advertising costs are expensed as incurred.  For the six months ended June
      30, 2004 and 2003 and for the period from inception (July 5, 2001) through
      June  30,  2004,   advertising   expense  were  $3,431,  $0  and  $13,167,
      respectively.

      Income Taxes

      The Company was not  required to provide for a provision  for income taxes
      for the six-month periods ended June 30, 2004 and 2003, as a result of net
      operating losses incurred during those periods.

      Loss Per Share

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



                                                                              10
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and Subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 4 - Summary of Significant Accounting Policies, continued

      Fair Value of Financial Instruments The consolidated  financial statements
      include  various  estimated  fair value  information  at June 30,  2004 as
      required by Statement of Financial Accounting Standards 107,  "Disclosures
      about  Fair  Value of  Financial  Instruments."  Such  information,  which
      pertains  to  the  Company's  financial  instruments,   is  based  on  the
      requirements set forth in that Statement and does not purport to represent
      the aggregate net fair value to the Company.

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

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

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

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

      Stock-Based Compensation

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

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


                                                                              11
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and Subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 4 - Summary of Significant Accounting Policies, continued

      Stock-Based Compensation, continued

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

<TABLE>
<CAPTION>

                                                          For the Six Months Ended
                                                                  June 30,
                                                         ---------------------------
                                                             2004            2003
                                                         ----------------------------
<S>                                                      <C>            <C>
     Net loss attributable to common stockholders,
       as reported                                       $ (1,142,534)  $    (72,338)

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

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

     Proforma Net Loss Attributable to Common
       Stockholders                                      $ (1,142,534)  $    (72,338)
                                                         ============   ============

     Basic and Diluted Net Loss Attributable to
       Common Stockholders:
         As reported                                     $       0.00   $       0.00
                                                         ============   ============
         Proforma                                        $       0.00   $       0.00
                                                         ============   ============
</TABLE>


                                                                              12
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and Subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 5 - Property and Equipment

      Property and equipment consists of the following at June 30, 2004:

Computer equipment                                                     $ 11,308
Office equipments                                                         1,740
                                                                       --------
          Total                                                          13,048

Less:  accumulated depreciation                                          (1,798)
                                                                       --------

          Property and Equipment, Net                                  $ 11,250
                                                                       ========

      Depreciation  expense for the six months  ended June 30, 2004 and 2003 was
      $9274 and $--, respectively.


NOTE 6 - Database License, Net

      Jade has a database license  agreement with  MarketShare  Recovery Inc., a
      Delaware  corporation  ("MarketShare") to use and to sublicense the use of
      its  database  for  a  term  of  ten  years.   For  financial   reporting,
      amortization is provided for under the  straight-line  method,  based upon
      the economic  useful life of three years.  At June 30, 2004,  the database
      license  fee  net of  accumulated  amortization  of  $7,595  was  $37,972.
      Amortization  expense for the  three-month  period ended June 30, 2004 was
      $3,797.



                                                                              13
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and Subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 7 - Convertible Debentures

<TABLE>
<CAPTION>
      <S>                                                                                                   <C>
      Convertible debentures at June 30, 2004 consist of the following:

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

      b) Convertible  debentures (default),  due on demand,  bearing interest at
      12% per annum. The debentures  contain a provision for conversion,  at the
      holder's option  including  accrued  interest,  into the Company's  common
      stock at a conversion  price equal to 70% of the average closing bid price
      per  share  of  common  stock  for  the  five-day  period  prior  to  such
      conversion,  subject  to  maximum  conversion  prices  of $.10 to $.40 per
      share. The related beneficial conversion feature has been fully charged to
      interest expense by Dominix in prior years.
                                                                                                             30,000

      c) Convertible  debentures,  due November 30, 2004,  bearing interest at a
      rate at 7% per annum.  The debentures  contain a provision for conversion,
      at the holder's option including  accrued interest on a one for one basis,
      into  units of  securities  comprising  of common  stock and  warrants  to
      purchase one-half share of common stock at $.00875 per share for two years
      from the date of issuance.  The holders  exercised their option on June 4,
      2004 (See note 10).
                                                                                                                 --
                                                                                                           --------
                Total Convertible Debentures                                                                130,000

      Less:  current portion                                                                                130,000
                                                                                                           --------

                Long-Term Debt, Net of Current Portion                                                     $     --
                                                                                                           ========
</TABLE>



                                                                              14
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and Subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 7 - Convertible Debentures, continued

      b)    During the six month  period  ended June 30, 2004 six holders of 12%
            convertible  debentures totaling $112,000 converted their debentures
            for a total of 189,000 shares of common stock

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

            The conversion price and market price of common stock at the date of
            issuance was $.005 and $.01,  respectively.  In connection with this
            private  placement,  Dominix issued to the placement agents warrants
            to  purchase a total of  3,000,000  shares of the  Dominix's  Common
            Stock valued at $23,000 and incurred  $60,000 of other debt issuance
            costs.  Such amount was  originally  recorded as deferred  financing
            costs and charged to interest expense over the term of the loan. The
            remaining balance of $55,250 at June 4, 2004 was charged to interest
            expense upon conversion into units of securities.

            In accordance with EITF 00-27 the amount allocated to the beneficial
            conversion  feature was limited to the net  proceeds of the offering
            less the value  allocated to the warrants  issued to the purchasers.
            The amount  allocated  to the  warrants  of  $206,730  and the total
            amount of the beneficial  conversion  features of $368,270 were both
            recorded as a deferred debt discount and charge to interest expenses
            over the term of the notes.  The  remaining  balance of  $280,953 at
            June 4, 2004 was charged to interest  expense upon  conversion  into
            units of securities.


NOTE 8 - Notes Payable-Stockholders

            During May 2004, Raymond Barton, CEO and Timothy Schmidt,  President
            each  advanced  the company  $25,000 for working  capital  purposes,
            which was  evidenced  by secured  promissory  notes.  The notes bear
            interest at 8% per annum and are November 5, 2005.



                                                                              15
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and Subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 9 - Due To Stockholders And Affiliates

      On June 9, 2004,  a  stockholder,  Steven  Horowitz,  advanced the company
      $50,000 for working  capital  purposes,  which was  evidenced by a secured
      promissory  note.  The note bears interest at 8% per annum and is due July
      31, 2005.  Accrued interest as of June 30, 2004 on these notes amounted to
      $230 and is included in accounts payable and accrued expenses.


NOTE 10 - Accounts Payable and Accrued Liabilities

      Accounts  payable and accrued  liabilities at June 30, 2004 consist of the
      following:

        Interest                                                $ 73,900
        Litigation claims                                         30,000
        Professional fees                                         84,503
        Other                                                      5,304
                                                                --------

                                                                $193,707
                                                                ========

NOTE 11 - Stockholders' Deficiency

      Changes in Capital Structure

      On December 16, 2003, Dominix filed with the SEC an information  statement
      notifying  the  stockholders  of the company  that written  consents  from
      principal stockholders, collectively own in excess of 50% of the company's
      common stock,  were obtained and approved an amendment and  restatement of
      its  Certificate  of  Incorporation,  which:  (i) changed its name to "110
      Media Group",  (ii) reverse  splits the  outstanding  shares of its common
      stock  one-for-two  hundred;  (iii) changed the number of shares of common
      stock the company is authorized to issue to 50,000,000, (iv) increased the
      number of shares of preferred  stock,  no par value,  it is  authorized to
      issue from  5,000,000 to  10,000,000  and the  adoption of Dominix's  2003
      Equity Incentive Plan. These actions became effective on May 14, 2004.

      Series A Cumulative Convertible Preferred

      On June 4,  2004,  3,439,999  shares  of  Series A  Preferred  Stock,  was
      converted into 6,019,998 shares of common stock.

      Series B Convertible Preferred

      On June 4, 2004,  82,167 shares of Series B Preferred Stock, was converted
      into 6,834,975 shares of common stock.


                                                                              16
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and Subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 11 - Stockholders' Deficiency

      Convertible Debentures

      On June 4, 2004,  holders of 12% convertible  debentures with an aggregate
      value of $112,000,  converted such  debentures  into 330,750 shares of the
      Company's common stock.

      On June 10, 2004,  holders of 7% convertible  debentures with an aggregate
      value of $575,000,  converted such debentures into 1,006,250 shares of the
      Company's common stock.

      Employment Agreement

      On June 4, 2004, the Company issued 70,000 shares of its common stock to a
      key employee in accordance with an employment agreement.

      Stock Based Compensation

      On June 4, 2004, in connection  with its 2003 Equity  Incentive  Plan, the
      Company issued  875,000 shares of its common stock to several  individuals
      for services valued at $150,000. Unearned consulting fees at June 30, 2004
      amounted to $80,781.

      Litigation Settlement

      On June 4, 2004,  the Company  issued 17,500 shares of its common stock to
      an individual as full settlement of a legal claim, see note 12.

      All of the  above  stock  transactions  discussed  in  this  Note  11 were
      restated  giving effect to a 1 for 200 reverse stock split, as well as the
      .75 for 1 stock split effected in the form of a dividend.

      Warrants Granted

      Dominix  granted  warrants  to  purchase  for 6  months  from  the date of
      issuance a total of 503,125  post split  shares of its common  stock at an
      exercise price of $1.00 of Dominix's  Common Stock in connection  with the
      placement of $575,000,  7%  convertible  debentures.  On July 29, 2004 the
      company  modified the terms of the warrants to extend the maturity date an
      additional six months. The amount of warrants and exercise price have been
      adjusted to reflect  the 0.75 for 1 stock split  effected in the form of a
      dividend in July 2004.


                                                                              17
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and Subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 11 - Stockholders' Deficiency, continued

      2003 Equity  Incentive Plan Dominix has a "2003 Equity Incentive Plan" for
      key  employees,  consultants,  and  stockholders  by  providing  them with
      additional  incentives  and an  opportunity  to obtain or  increase  their
      proprietary interest in the company,  thereby encouraging them to continue
      in the employ of the company or any of its affiliates. The plan designates
      the  board of  Directors  the  authority  to  grant  or award to  eligible
      participants of the company and its  subsidiaries  and  affiliates,  until
      November 17, 2013, stock options,  stock appreciation  rights,  restricted
      stock   performance  stock  awards  and  bonus  stock  awards  for  up  to
      600,000,000  shares of Dominix's  common stock.  On November 13, 2003, the
      Board of Directors awarded  100,000,000 shares (875,000 post reverse stock
      split) of bonus stock for services to several individuals.

      As of June 30,2004 the company  issued  500,000  post reverse  stock split
      shares to Key employees as a stock bonus for rendered  services as well as
      future services to be performed. Stock issued to employees and consultants
      for services  already  rendered is expensed in the quarter ending June 30,
      2004,  and stock  issued to  employees  and  consultants  who will perform
      services in the future is being amortized over 1 year.

      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:

                                                                      Post-Split

      Convertible debentures and accrued interest                  229,250
      Warrants to purchase common stock - deferred financing        26,250
      Warrants to purchase common stock - debentures               503,125
                                                                   -------

                Total as of June 30, 2004                          758,625
                                                                   =======



                                                                              18
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and Subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 12 - Commitments and Contingencies

      Other Contingencies

      As indicated in Note 2, the  operations  of Jade are  concentrated  in the
      distribution  of adult  content.  There may be laws or  regulations in the
      United  States or other  countries  that may affect the  operations of the
      Company.

      Lease Obligations

      Dominix  abandoned  office  space during 2001 under three  separate  lease
      agreements,  which  provide for average  minimum  monthly  lease  payments
      remaining under the lease agreements ranging from approximately  $3,000 to
      $22,000  per month  expiring in various  years  through  2007.  Dominix is
      contingently  liable for  liquidating  damages  for the failure to observe
      covenants  contained  in the leases and any  deficiency  between  the rent
      commitments and the net amount of any rents collected by the landlords for
      the demised  premises for each month of the period,  which would otherwise
      have constituted the balance of the term of the leases, including expenses
      incurred by the landlords in connection  with  re-letting  the space.  The
      estimated  liquidating  damages  for the re-let  space as of June 30, 2004
      approximate the security  deposits retained by the landlords in accordance
      with these lease agreements.

      Jade and MarketShare  sub-agreed to share the expense of office facilities
      occupied  by them  jointly  under a lease  held by  MarketShare  beginning
      January 1, 2004, requiring approximate future minimum rentals as follows:

   For the Twelve Months Ending
             June 30,                      Amount
 ---------------------------------- ---------------------
               2005                         $ 15,000
               2006                           15,000
               2007                           16,000
               2008                           17,000
                                           ---------

               Total                        $ 63,000
                                            ========

      Employment Agreements

      The Company has  employment  contracts  with three key  employees  through
      December  2006 that  provide  for  minimum  annual  salary,  adjusted  for
      cost-of-living  changes,  bonus,  certain  reimbursed  expenses,  with  an
      automatic two year extension period.



                                                                              19
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and Subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------


NOTE 12 - Commitments and Contingencies

      Employment Agreement, continued
      Future minimum payments under the contracts are as follows:

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

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

      The Company agreed to issue 175,000 shares of its restricted  common stock
      to a key  employee  that will vest  according to the  following  schedule:
      70,000 shares vesting and deliverable post the  effectiveness of a reverse
      split and 35,000 shares vesting upon the, twelve, eighteen and twenty-four
      month  anniversaries  of the effective date of his employment.  On June 4,
      2004 the company issued 70,000 to the key employee.

      Business Contracts

      On June 23, 2004 the company  entered  into a contract  with 121  Ventures
      Inc, the producer of the television series entitled "Carmen Electra's NWWL
      (Naked Women's  Wrestling League) whereby the company will develop various
      online  websites  which  will  promote  and  raise  awareness  for the new
      television series.

      Litigation

      An attorney, Robert Fierman, Esq., served a summons and is seeking the
      payment of legal fees in the amount of $22,230, plus interest. Dominix and
      Mr. Fierman entered into an agreement whereby in full settlement of all
      claims of Mr. Fierman against Dominix, Dominix issued 17,500 shares of its
      common stock .

      In  addition,  at June 30, 2004  Dominix  has $30,000  accrued for several
      legal judgments  outstanding.  It is reasonably  possible that Dominix may
      settle these claims for an amount different than what has been accrued.



                                                                              20
<PAGE>

                                            110 MEDIA GROUP, INC. AND SUBSIDIARY
                                (Formerly known as Dominix, Inc. and Subsidiary)
                                                   (A Development Stage Company)

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

NOTE 13 - Consulting Agreement

      On June 24, 2004 the company entered into a consulting  agreement with Mr.
      Stephen  Bugbee  whereby  he  will  act  as an  advisor  to the  board  of
      directors. Mr. Bugbee is the owner of X2K Media Services Group a privately
      held company.

      In exchange for his services the Company has agreed to issue 50,000 shares
      of its  restricted  common stock to Mr.Bugbee  that will vest according to
      the following  schedule:  25,000 shares vesting and  deliverable as of the
      signing of the agreement with the remaining  25,000 vested and deliverable
      in twelve months valued at 25,000. At June 30, 2004  approximately  $2,100
      is included in accounts payable and accrued expenses.


NOTE 14 - Subsequent Events

      On July 2,  2004,  the  company  entered  into a letter of intent  with i.
      Broadcast, Inc., a privately held Washington corporation to acquire either
      all of the  outstanding  shares of i.  Broadcast  or all of  i.Broadcast's
      assets and  liabilities.  In exchange i.  Broadcast , Inc.,  will  receive
      approximately 1.2 million shares of the company.  Conditions  precedent to
      the  completion of the  transaction  includes  completion of the company's
      financial, operational and legal due diligence of each party, execution of
      definitive  agreements  and  compliance  with  all  applicable  regulatory
      requirements.  While the company  anticipates  that this  transaction will
      close within the next sixty (60) days,  there can be no assurance that the
      transaction will in fact be completed, or if completed, upon the terms set
      forth in the i.Broadcast LOI. In addition on July 9, 2004 110 Media Group,
      Inc entered into a distribution and sales agreement with i.Broadcast,  Inc
      whereby  i.Broadcast will utilize 110 Media Group's sales and distribution
      network to market its vast products and media  content for adult  oriented
      websites.   i.Broadcast,   Inc  is  a  provider  of  adult  content  which
      encompasses live interactive video services as well as recorded, on demand
      video streams which is popular among webmasters and can be easily added to
      one's website.



                                                                              21
<PAGE>

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

OVERVIEW

On December  5, 2003,  the  Company  acquired  Jade  Entertainment  Group,  Inc.
("Jade")  by way of merger  through  the  Company's  newly  formed  wholly-owned
subsidiary,  Jade  Acquisition  Corp.,  by issuing 82,167 shares of its Series B
Convertible  Preferred  Stock  and  743,750  shares of its  common  stock to the
stockholders of Jade. The transaction has been accounted for as a reverse merger
with Jade as the acquirer.  The common shares have been restated,  giving effect
to a 1 for 200 reverse stock split,  as well as a .75 for 1 stock split effected
in the form of a dividend.

On June 4, 2004, the company formerly known as Dominix, Inc amended and restated
its certificate of Incorporation  and changed its name to 110 Media Group,  Inc.
The company also filed papers with NASDAQ and changed its trading  symbol on the
OTC-Bulletin Board to (OTEN).

On June 4, 2004, 110 Media Group,  Inc. (the company  formerly known as Dominix)
effected a 1 for 200  reverse  split.

On June 28, 2004, 110 Media Group, Inc. declared a .75 stock dividend. The stock
dividend was given to the shareholders of record on July 16, 2004. The .75 stock
dividend was accounted for as a stock split.

BUSINESS PLAN OVERVIEW

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

In December of 2003 Jade purchased  fifty  digitally  mastered tapes  containing
adult content.  Each tape contains  approximately two hours of raw footage which
Jade uses to convert  into a DVD format which is for sale at the  wholesale  and
retail level.  In April 2004 Jade completed the production of the first of fifty
movies  on DVD  format.  As of  June  30,  2004  two  videos  are  currently  in
production,  no release  date for the  videos is  scheduled  at this time.  Jade
expects to release between six to eight videos in 2004.

In addition to the  development  and  production  DVD's Jade uses the content to
develop and promote new adult websites.  There are 4 different types websites in
which Jade generates  revenue.  The first Jade website  (jadecash.net) is a cash
program in which webmasters' place Jade advertisement  banners on their website,


                                       22
<PAGE>

and if a viewer clicks on a Jade banner  located on the  Webmaster's  site,  the
viewer is then taken to Jade's  website.  Revenue is recognized  when the viewer
purchases  the  product.  The second type of website is a content for sale site.
Webmasters'  can go to Jade's site  (redfirecontent.com)  and can purchase adult
content,  which they can use to create,  promote and market their own site.  The
third type of website is a video on demand  site. A viewer can go to Jade's site
(Redfirevod.com)  and can purchase  time or view certain  clips of footage for a
fee.

The fourth type of website is where a viewer goes to Jade sites and can purchase
DVD's as well as view adult content for a fee.

As a result of purchasing the video library we expect our selling,  general, and
administrative  expenses as well as video  production  costs to increase in 2004
and 2005 as we hire new personnel  (web  designers) and start to put more videos
into  production.  We therefore expect that our net losses will increase in 2004
to be offset to a limited  degree by  revenue  from the sale of our  videos  and
increased traffic to our website.

On June 23, 2004,  the company  entered into a contract with 121 Ventures  Inc.,
the producer of the television  series  entitled  "Carmen  Electra's NWWL (Naked
Women's  Wrestling  League)  whereby  110 Media  Group,  Inc.  will  develop the
official  NWWL  website  which  will  promote  and raise  awareness  for the new
television  series. In return for the design and  implementation of the website,
110 Media Group, Inc. will share in membership and affiliate  revenues generated
from traffic to the NWWL website.

On July 2, 2004, the company  entered into a letter of intent with  i.Broadcast,
Inc.,  a privately  held  Washington  corporation  to acquire  either all of the
outstanding   shares  of  i.Broadcast  or  all  of   i.Broadcast's   assets  and
liabilities.  In exchange,  i.Broadcast,  Inc.  will receive  approximately  1.2
million  shares of the company.  Conditions  precedent to the  Completion of the
transaction  includes  completion of the company's  financial,  operational  and
legal due  diligence  of each party,  execution  of  definitive  agreements  and
compliance  with all  applicable  regulatory  requirements.  While  the  company
anticipates  that this  transaction  will close within the next sixty (60) days,
there can be no assurance that the transaction will in fact be completed,  or if
completed, upon the terms set forth in the i.Broadcast LOI. In addition, on July
9, 2004, 110 Media Group,  Inc.  entered into a distribution and sales agreement
with i.Broadcast,  Inc. whereby i.Broadcast will utilize 110 Media Group's sales
and distribution network to market its vast products and media content for adult
oriented  websites.  i.Broadcast,  Inc.  is a provider  of adult  content  which
encompasses live interactive video services as well as recorded, on demand video
streams  which is  popular  among  webmasters  and can be easily  added to one's
website.  This agreement  immediately  allows 110 Media Group to start promoting
and marketing i.Broadcast products in anticipation of the pending acquisition.

On June 24, 2004, 110 Media Group, Inc. entered into a consulting agreement with
Mr.  Stephen Bugbee whereby he will act as an advisor to the board of directors.
Mr.  Bugbee is the owner of X2K  Media  Services  Group and has over 16 years of
experience in the promotion and marketing of projects in the entertainment/media
and corporate  marketplace.  In exchange for his services the Company has agreed


                                       23
<PAGE>

to issue 50,000  shares of its  restricted  common stock to Mr. Bugbee that will
vest according to the following schedule:  25,000 shares vesting and deliverable
as of the  signing  of the  agreement  with  the  remaining  25,000  vested  and
deliverable in twelve months.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

VIDEO LIBRARY

During 2003 we acquired fifty digitally mastered tapes containing adult content,
which we intend to convert into DVD format and other adult media  entertainment.
These costs will be amortized  proportionately  with revenue recognition related
to the distribution of the products and licensing revenues.  Management believes
that this method provides a reasonable matching of expenses with total estimated
revenues over the periods that revenues  associated  with films and programs are
expected  to be  realized.  Film  and  program  amortization  will  be  adjusted
periodically  to reflect  changes in the estimates of amounts of related  future
revenues.  Film and program costs are stated at the lower of unamortized cost or
estimated net realizable value as determined on a specific identification basis.
One film has been released as of June 30, 2004 but no significant  revenues have
been realized from it.

REVENUE RECOGNITION

Revenue  recognized  by Jade through June 30, 2004  represents  revenue from its
search engine. Jade receives a fee when its search engine is used to complete an
online  purchase.  The revenue is recognized upon completion of the transaction.
Revenue  to  be  generated   under  the  sale  of  its  DVD's  and  other  media
entertainment will be recognized upon shipment of the merchandise.

RESULTS OF OPERATIONS

The following table includes consolidated  statements of operations data for the
three months ended June 30, 2004 and 2003 expressed as dollar amounts.


                                       24
<PAGE>

<TABLE>
<CAPTION>
                                                        Three Months                    Six Months
                                                        Ended June 30                  Ended June 30
                                                        -------------                  -------------

                                                     2004            2003            2004            2003
                                                     ----            ----            ----            ----

<S>                                              <C>             <C>             <C>             <C>
      Revenues
           Website Revenue                       $      1,867    $      1,561    $      3,758    $      3,093
                                                 ------------    ------------    ------------    ------------
            Total Revenue                               1,867           1,561           3,758           3,093

      Cost of Revenue
           Affiliate Costs                                728             530           1,175             328
           Website Hosting                               3068             316           5,869               0
           Website Design                               1,216               0           2,115               0
                                                 ------------    ------------    ------------    ------------
           Total cost of revenues                       5,012             846           9,159             328

      Operating Expenses
           Selling, general and administrative        225,595          20,229         405,489          59,565
           Depreciation                                 4,728               0           9,274               0
           Stock Based Compensation                    89,219               0          89,219               0
                                                 ------------    ------------    ------------    ------------
           Total operating expenses                   319,542          20,229         503,982          59,565
           Operating Loss                            (322,687)        (19,514)       (509,383)        (56,800)

      Other Expense
           Interest                                   452,387           7,769         612,401          15,538
           Financing Costs                                  0               0          20,750               0
                                                 ------------    ------------    ------------    ------------
                                                                                                            0
           Total other expense                        452,387           7,769         633,151          15,538
                                                 ------------    ------------    ------------    ------------

      Net Loss                                   $   (775,074)   $    (27,283)   $ (1,142,534)   $    (72,338)
                                                 ============    ============    ============    ============
</TABLE>

The following  discussion relates to the historical  financial statements of 110
Media Group,  Inc. and  subsidiaries  and should be read in conjunction with the
condensed consolidated financial statements and related notes.

RESULTS OF OPERATIONS - INCEPTION (JULY 5, 2001) TO JUNE 30, 2004

Our  revenues  from July 5,  2001 to June 30,  2004  were  $23,766.  100% of the
revenue earned was from our internet  search engine  AskJade.com as well as fees
from our affiliate/referral programs. Total costs and expenses from July 5, 2001
to June 30, 2004 were 1,520,261. Expenses were considerably larger than revenues
from inception to June 30, 2004 due to the fact that 110 Media Group,  Inc./Jade
is a developmental stage company and in the past 6 months the costs necessary in
making  110  Media  Group,  Inc./Jade  a  profitable  and  viable  company  have
dramatically  increased due to hiring of office staff,  computer designers,  and
executive officers. In addition to hiring full time employees, computer, office,
and production  equipment were needed in order for our business to grow and help
us meet our customer  demands on a daily basis.  Interest  and  financing  costs
increased as a result of the Company's private placement.



                                       25
<PAGE>

RESULTS OF OPERATIONS - THREE MONTHS ENDING JUNE 30, 2004 AND 2003

REVENUES

Our total revenues were $1,867 for the quarter ended June 30, 2004 a decrease of
$306 or 16.5% from the  corresponding  period in 2003. All of our revenue during
the quarters  ended June 30, 2004 and 2003 were  derived  from our  website.  We
believe  revenues  generated by Jade's existing and newly created  websites will
increase  in  2004  due to the  increased  volume  of  adult  content,  which  a
subscriber  can pay for and view scenes from Jade's  upcoming  video releases as
well as from traffic through Jade cash programs.

COST OF REVENUES

Our cost of  revenues  were  $5,012  for the  quarter  ended June 30,  2004,  an
increase of $4,166 or 492% from the  corresponding  period of 2003. The increase
in cost of revenues resulted primarily from increased website design and hosting
costs needed in the promoting and marketing of our websites.

COMPENSATORY ELEMENT OF STOCK TRANSACTIONS

Compensatory  element of stock  transactions  was $89,219 for the quarter  ended
June 30, 2004, an increase of 100% from the  corresponding  period of 2003.  The
increase  represents stock issued to key employees and consultants in connection
with the company's 2003 equity incentive plan.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization were $4,728 for the quarter ended June 30, 2004 an
increase of $4,728 or 100% over the  corresponding  period in 2003. The increase
in depreciation  and  amortization is a result of computer and office  equipment
purchases which is being  depreciated  over 3 years as well as the amortizing of
Jades database license agreement with Marketshare Recovery, Inc., which is being
amortized over 3 years.

SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative expenses were $225,595 for the quarter ended
June 30, 2004, an increase of $205,366 or 1015% over the corresponding period in
2003.  The increase in selling,  general and  administrative  expenses  resulted
primarily  from  increased  salaries for employees  hired in the fourth  quarter
2003, as well as for accounting and legal services rendered.

OTHER EXPENSES

Other expenses were $452,387 for the quarter ending June 30, 2004 an increase of
$444,618 or 5,723% over the corresponding period in 2003. The increase is due to


                                       26
<PAGE>

the  amortizing  and expensing of deferred debt discount and deferred  financing
costs associated with the company's private placement.

RESULTS OF OPERATIONS - SIX MONTHS ENDING JUNE 30, 2004 AND 2003

Net revenues increased by 22% from $3,093 for the six months ended June 30, 2003
to $3,758 for the six months ended June 30, 2004.  The  improvement  in revenues
was a result from increased  traffic to our existing and newly created  websites
where viewers become members or pay to view content.

Cost of revenues as a percent of net revenues increased from 11% of net revenues
for the six  months  ended  June 30,  2003 to 144% of net  revenues  for the six
months  ended  June  30,  2004.  The  increase  in  cost of  revenues  is due to
additional  website  hosting and  designer  costs which are needed to  maintain,
create and improve our websites.

Compensatory element of stock transactions  increased from $0 for the six months
ended June 30, 2003 to  $89,219,  or 2,374% of net  revenues  for the six months
ended June 30, 2004.  The increase is due to the  expensing  and  amortizing  of
stock issued to key employees  and  consultants  issued in  connection  with the
company's 2003 equity incentive plan.

Depreciation  and  amortization  increased from $0 for the six months ended June
30, 2003 to $9,274,  or 147% of net  revenues  for the six months ended June 30,
2004. The increase is due to depreciation on additional  equipment  purchased as
well as the amortization in connection with the database license  agreement with
Marketshare Recovery, Inc.

Selling,  general and administrative  expenses increased from $59,565, or 1,926%
of net revenues for the six months ended June 30, 2003, to $405,489,  or 10,790%
of net revenues  for the six months ended June 30, 2004.  The increase is due to
personnel  needed  in  order  to meet  the  company's  business  plan as well as
increased operating costs.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2004, our cash and cash equivalents totaled $26,402 as compared with
$1,015 at June 30, 2003.  This increase in cash was primarily due to the sale of
$575,000  7%  convertible  debentures  in  November  2003,  as well as  $100,000
borrowed from the company's  stockholders.  The Company  received  approximately
$500,000, net of expenses, in connection with the sale in November 2003.

Net cash used in operating activities was $382,270 for the six months ended June
30, 2004 compared to $1,225 for the six months ended June 30, 2003. The increase
in cash used  relates  to the  hiring of  website  designers,  computer  graphic
designers  and  additional   administrative  staff  required  to  implement  the
Company's business plan.

Net cash used in Investing  activities  was $6,203 for the six months ended June
30, 2004  compared to net cash used in investing  activities  of $0 for the same
period last year. The increase in cash used for Investing  Activities was due to


                                       27
<PAGE>

the purchase of additional  computers  which were necessary due to the hiring of
computer  graphic  designers  as well as the  purchase of  production  equipment
needed create websites and assist in the production of our video DVD's.

Net cash  provided  from  financing  activities  was $100,000 for the six months
ended June 30, 2004 as compared to net cash provided in financing  activities of
$0 for the six months ended June 30, 2003. The $100,000 represents loans made to
the company by its stockholders in order to meet current operating activities.

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

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

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

FORWARD-LOOKING STATEMENTS; MARKET DATA

The discussion in this Quarterly Report on Form 10-QSB contains  forward-looking
statements  that involve risks and  uncertainties.  The statements  contained in
this Report that are not purely historical are forward-looking statements within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section  21E of the  Securities  Exchange  Act of 1934,  as  amended,  including
statements  regarding  our  expectations,   beliefs,  intentions  or  strategies
regarding the future. All  forward-looking  statements included in this document
are based on  information  available to us on the date hereof,  and we assume no
obligation to update any such  forward-looking  statements.  Our actual  results
could differ materially from those described in our forward-looking  statements.


                                       28
<PAGE>

Factors that could cause or contribute to such differences  include, but are not
limited to, our unproven business model and a limited operating history in a new
and rapidly evolving  industry;  our ability to implement our business plan; and
our ability to manage our growth,  retain and grow our customer  base and expand
our service offerings.

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

This  Quarterly  Report on Form  10-QSB  contains  certain  estimates  and plans
related  to us and the  industry  in which we  operate,  which  assumes  certain
events,  trends and activities will occur and the projected information based on
those assumptions.  We do not know that all of our assumptions are accurate.  In
particular,  we do not know what level of growth will exist in our industry,  if
any, and  particularly in the foreign markets in which we operate,  have devoted
resources  and in which we shall seek to expand.  If our  assumptions  are wrong
about any events,  trends and  activities,  then our estimates for future growth
for our business may also be wrong.  There can be no assurances  that any of our
estimates as to our business growth will be achieved.

ITEM 3:  CONTROLS AND PROCEDURES

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







                                       29
<PAGE>

PART II - OTHER INFORMATION

ITEM 1:  LEGAL PROCEEDINGS

In July 2002 Robert Fierman,  Esq., who worked on legal matters on behalf of the
Company,  served  a  Summons  and  Verified  Complaint  naming  it as one of the
defendants,  and seeking the payment of legal fees in the amount of  $22,230.52,
plus  interest.  The  Company  failed to answer  the  Complaint  and  defaulted.
Subsequently,  in September  2003,  the Company and Mr.  Fierman have reached an
agreement to settle the matter.  In full settlement of all claims of Mr. Fierman
against the Company,  the Company issued 17,500 shares of its post-split  common
stock to Mr. Fierman on June 4, 2004.

In  addition,  in September  2003,  the Company  entered  into three  settlement
agreements  with five  investors  who  invested an  aggregate of $112,000 in the
Company in exchange for  convertible  debentures  and who alleged that they were
entitled to repayment of such investment and/or equity from the Company. On June
4, 2004 the Company issued an aggregate of 330,750 post-split  restricted shares
of its common  stock to such  investors  and these  investors  provided  general
releases to the Company, its officers, directors and shareholders.

The number of shares  described above  transactions  reflect the .75 for 1 stock
split effected in the form of a dividend in July 2004.

ITEM 2:  CHANGES IN SECURITIES

         (a)      None

         (b)      None

         (c)      On December 1, 2003 we completed a private  offering of our 7%
                  convertible  notes  in  the  aggregate   principal  amount  of
                  $575,000. We received net proceeds of $522,500.  The principal
                  and accrued  interest of the notes are convertible  into units
                  of our  securities,  whereby  for  each  $1.00  converted  the
                  investor will receive one (1) share of post-split common stock
                  and  one-half of a warrant to purchase  our common stock for a
                  two-year  period at an exercise  price of $1.75 per share (the
                  "Warrants").

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

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



                                       30
<PAGE>

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

                  On June 10,  2004,  the notes were  converted  into  1,006,250
                  shares of the Company's  post-split  common stock. As a result
                  of the offering,  the  investors  have an aggregate of 503,125
                  Warrants  exercisable  at $1.00 per share.  On August 2, 2004,
                  the Company  extended the expiration date of these Warrants to
                  May 30, 2006.

                  On  December  5,  2003  we  acquired  Jade  in  a  merger.  In
                  connection  with this  transaction,  we  issued  an  aggregate
                  85,000,000  shares of our  common  stock  (743,750  post-split
                  shares)  and an  aggregate  of 82,167  shares of our  Series B
                  Convertible  Preferred  stock to the 49  shareholders of Jade.
                  The  issuance  of these  shares is claimed to be exempt  under
                  Section 4(2) of the  Securities  Act of 1933 for  transactions
                  not involving a public offering.

                  On June 4, 2004 the Series B Convertible  Preferred  Stock was
                  converted into an aggregate of 6,843,975  post-split shares of
                  the Company's common stock. As a result, there are no Series B
                  Convertible Preferred Stock outstanding.

                  On June 4, 2004, an aggregate of 3,439,999  shares of Series A
                  Convertible  Preferred  Stock  was  converted  into  6,019,998
                  shares of the Company's  post-split common stock. As a result,
                  there are no Series A Convertible Preferred Stock outstanding.

                  On June 4, 2004, holders of 12% convertible debentures with an
                  aggregate  value of $112,000  converted such  debentures  into
                  330,750 shares of the Company's common stock.

                  On June 4,  2004,  the  Company  issued  70,000  shares of its
                  common  stock  to  a  key  employee  in  accordance   with  an
                  employment agreement.

                  On June 4, 2004, in connection with its 2003 Equity  Incentive
                  Plan, the Company issued 875,000 shares of its common stock to
                  several individuals for services valued at $150,000.  Unearned
                  consulting fees at June 30, 2004 amounted to $80,781.

                  On June 4,  2004,  the  Company  issued  17,500  shares of its
                  common stock to an  individual  as full  settlement of a legal
                  claim.

                  All of the above transactions were restated giving effect to a
                  1 for  200  reverse  stock  split,  as well as .75 for 1 stock
                  split effected in the form of a dividend.

         (d)      Not Applicable.

ITEM 3.:          DEFAULTS UPON SENIOR SECURITIES

         None.

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

         Pursuant  to  a  written   consent  of  a  majority  of  the  Company's
shareholders, the Company approved an amendment and restatement of the Company's
Certificate  of  Incorporation  which (a) changed the name of the Company to 110
Media Group,  Inc.;  (b) reverse split the  outstanding  shares of the Company's
Common Stock one for two hundred;  (c)  increased the number of shares of Common
Stock the Company is  authorized to issue to  50,000,000;  and (d) increased the
number of shares of  Preferred  Stock the  Company is  authorized  to issue from
5,000,000  to  10,000,000.  As part of the  aforementioned  written  consent,  a
majority of the  Company's  shareholders  approved the adoption of the Company's
2003 Equity Incentive Plan.

ITEM 5.:          OTHER INFORMATION

         None.





                                       31
<PAGE>

ITEM 6.:          EXHIBITS AND REPORTS ON FORM 8-K

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

            31.1  Certification  of Chief  Executive  Officer of Periodic Report
                  pursuant to Rule 13a-14a and Rule 15d-14(a).

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

            32.1  Certification  of Chief  Executive  Officer of  pursuant to 18
                  U.S.C. - Section 1350.

            32.2  Certification  of Chief  Financial  Officer of  pursuant to 18
                  U.S.C. - Section 1350.

      (b)   Reports on Form 8-K

            (1)   A  Current  Report  on Form 8-K was  filed on April 1, 2004 to
                  report  the  termination  of  an  acquisition  agreement  with
                  MarketShare Recovery, Inc.

            (2)   A  Current  Report  on Form 8-K was  filed on June 4,  2004 to
                  report the change of  control of the  registrant  and the name
                  change, trading symbol change and reverse split.


                                       32
<PAGE>

                                   SIGNATURES

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


Dated:   August 23, 2004         DOMINIX, INC.



                                 By:      /s/ Raymond Barton
                                    ------------------------------------------
                                       Raymond Barton, Chief Executive Officer



                                 By:      /s/ Alan Cohen
                                    ------------------------------------------
                                       Alan Cohen, Chief Financial Officer


                                       33