================================================================================
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON D.C.

                                   FORM 10-QSB

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

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

          For the Quarter Ended September 30, 2002


                          Commission File No. 000-29462

                                 DOMINIX, INC.
             ------------------------------------------------------
             (Exact name of  as specified in its charter)


             Delaware                                   13-4127624
---------------------------------            -------------------------------
  (State of other jurisdiction               (I.R.S. Employer Identification
of incorporation or organization)                         Number)


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


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


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

     Indicate by a 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 proceeding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 day. Yes [X]  No [_]


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

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

     APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 92,335,309
                                                  ----------

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

================================================================================
<PAGE>

PART I - FINANCIAL INFORMATION


    ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)


                        DOMINIX, INC. AND SUBSIDIARY

                             SEPTEMBER 30, 2002

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


     CONDENSED CONSOLIDATED BALANCE SHEET                                 F-1
       At September30, 2002

     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                      F-2
       For the Nine Months Ended September 30, 2002 and 2001

     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                      F-3
       For the Three Months Ended September 30, 2002 and 2001

     CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY         F-4
       For the Nine Months Ended September 30, 2002

     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                      F-5
       For the Nine Months Ended September 30, 2002 and 2001

     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS               F-6-F-15
<PAGE>

                         DOMINIX, INC.AND SUBSIDIARY

                    CONDENSED CONSOLIADTED BALANCE SHEET
                                  (UNAUDITED)

                              SEPTEMBER 30, 2002

<TABLE><CAPTION>
                                    ASSETS
                                    ------
<S>                                                                                   <C>
Current Assets:
  Cash and cash equivalents                                                           $        170
                                                                                      ------------
        Total Current Assets                                                                   170

Property and equipment, net of accumulated depreciation
  of $63,632                                                                                26,777
                                                                                      ------------
        Total Assets                                                                  $     26,947
                                                                                      ============

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

Current Liabilities:
  Convertible notes payable - related parties                                         $    100,000
  Convertible notes payable - others                                                       142,000
  Accounts payable and accrued liabilities                                               1,074,434
  Due to former CEO                                                                        360,000
  Due to stockholder                                                                         3,000
                                                                                      ------------
      Total Current Liabilities                                                          1,679,434
                                                                                      ------------
Commitments, Contingencies and Other Matters
  (Notes 1 and 9)

Stockholders' Deficiency:
  Preferred stock, - $0.001 par value; 3,666,667 shares
    authorized; -0- shares issued and outstanding                                             --
  Preferred stock, Series A Convertible - $0.001 par value; 1,333,333 shares
    authorized, issued and
    outstanding                                                                              1,333
  Common stock - $0.001 par value; 200,000,000 shares
    authorized; 92,335,309 shares issued and outstanding                                    92,335
  Additional paid-in capital                                                            20,457,935
  Accumulated deficit                                                                  (22,204,090)
                                                                                      ------------
      Total Stockholders' Deficiency                                                    (1,652,487)
                                                                                      ------------
      Total Liabilities and Stockholders' Deficiency                                  $     26,947
                                                                                      ============
</TABLE>



See notes to unaudited condensed consolidated financial statements.

                                      F-1
<PAGE>

                           DOMINIX, INC. AND SUBSIDIARY

                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (UNAUDITED)


<TABLE><CAPTION>
                                                          For the Nine Months Ended
                                                                September 30,
                                                     -----------------------------------
                                                         2002                   2001
                                                     ------------           ------------
<S>                                                  <C>                    <C>
Revenues - Net                                       $       --             $       --
                                                     ------------           ------------
Costs and Expenses:
  Cost of revenues                                           --                     --
  Stock-based compensation substantially
   consisting of consulting fees                          127,266              1,780,373
  Consulting fees                                           4,300                 66,543
  Other general and administrative expenses               276,174                253,399
  Depreciation and amortization expense                    12,179                826,434
  Interest expense                                         17,737                 40,804
  Miscellaneous income                                       --                  (11,305)
  Debt conversion expense                                 397,500                   --
  Litigation provision                                       --                   80,000
                                                     ------------           ------------
    Total Costs and Expenses                              835,156              3,036,248
                                                     ------------           ------------
Loss from continuing operations before
  income taxes                                           (835,156)            (3,036,248)
                                                     ------------           ------------
Income taxes                                                 --                     --
                                                     ------------           ------------
Loss from discontinued operations                        (223,096)              (452,568)
                                                     ------------           ------------
    Net Loss                                         $ (1,058,252)          $ (3,488,816)
                                                     ============           ============

Basic and Diluted Loss Per Share:
  Loss from continuing operations                    $       (.01)          $       (.04)

  Loss from discontinued operations                          --                     (.01)
                                                     ------------           ------------
    Net Loss                                         $       (.01)          $       (.05)
                                                     ============           ============

Weighted average shares used in basic and
  diluted loss per share                               91,443,073             73,360,000
                                                     ============           ============
</TABLE>


See notes to unaudited condensed consolidated financial statements

                                      F-2
<PAGE>

                             DOMINIX, INC. AND SUBSIDIARY

                    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                       (UNAUDITED)


<TABLE><CAPTION>
                                                           For the Three Months Ended
                                                                  September 30,
                                                       -----------------------------------
                                                           2002                   2001
                                                       ------------           ------------
<S>                                                    <C>                    <C>
Revenues - Net                                         $       --             $       --
                                                       ------------           ------------
Costs and Expenses:
  Cost of revenues                                             --                     --
  Stock-based compensation substantially
   consisting of consulting fees                               --                 (412,333)
  Consulting fees                                              --                      845
  Other general and administrative expenses                  85,434                (33,438)
  Depreciation and amortization expense                       4,142                805,362
  Interest expense                                            4,695                 13,218
  Miscellaneous income                                         --                     --
                                                       ------------           ------------
    Total Costs and Expenses                                 94,271                373,654
                                                       ------------           ------------
Loss from continuing operations before income
  taxes                                                     (94,271)              (373,654)
                                                       ------------           ------------
Income taxes                                                   --                     --
                                                       ------------           ------------
Income from discontinued operations                            --                  522,165
                                                       ------------           ------------
    Net (Loss) Income                                  $    (94,271)          $    148,511
                                                       ============           ============

Basic and Diluted Loss Per Share:
  Income (Loss) from continuing operations             $       --             $       --

  Income (Loss) from discontinued operations                   --                     --
                                                       ------------           ------------
    Net Income (Loss)                                  $       --             $       --
                                                       ============           ============

Weighted average shares used in basic and
  diluted loss per share                                 92,335,309             75,822,000
                                                       ============           ============
</TABLE>

See notes to unaudited condensed consolidated financial statements.

                                      F-3
<PAGE>

                          DOMINIX, INC AND SUBSIDIARY

            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                                    (UNAUDITED)

                     FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002



<TABLE><CAPTION>

                                                                             Common Stock                 Preferred Stock
                                                 Date of           --------------------------------          -----------
                                               Transaction            Shares              Amount               Amount
                                                 --------          -----------          -----------          -----------
<S>                                              <C>               <C>                  <C>                  <C>
Balance - December 31, 2001                                         85,971,987          $    85,972          $      --

Stock issued for consulting services             01/01/02              250,000                  250                 --
Stock issued for consulting services             01/16/02            3,775,000                3,775                 --
Stock issued for consulting services             03/07/02            1,830,000                1,830                 --
Stock issued for consulting services             04/29/02              508,322                  508                 --
Convertible Preferred stock issued in
  exchange for conversion of debentures          04/26/02                 --                   --                  1,333
Net loss                                                                  --                   --                   --
                                                                   -----------          -----------          -----------
Balance - September 30, 2002                                            92,335          $    92,335          $     1,333
                                                                   ===========          ===========          ===========


                                                                                                               Total
                                                                    Additional                              Stockholders'
                                                                     Paid-in            Accumulated            Equity
                                                                     Capital              Deficit           (Deficiency)
                                                                   -----------          -----------          -----------


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

Stock issued for consulting services                                     4,750                 --                  5,000
Stock issued for consulting services                                    71,725                 --                 75,500
Stock issued for consulting services                                    34,770                 --                 36,600
Stock issued for consulting services                                     9,658                 --                 10,166
Convertible Preferred stock issued in
  Exchange for conversion of debentures                                498,667                 --                500,000
Gain on divesture of ICON                                              429,917                 --                429,917
Net loss                                                                  --             (1,058,252)          (1,058,252)
                                                                   -----------          -----------          -----------
Balance - September 30, 2002                                       $20,457,935         $(22,204,090)        $ (1,652,487)
                                                                   ===========          ===========          ===========
</TABLE>


See notes to unaudited condensed consolidated financial statements.

                                      F-4
<PAGE>

                        DOMINIX, INC. AND SUBSIDIARY

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)


<TABLE><CAPTION>
                                                                    For the Nine Months Ended
                                                                           September 30,
                                                                 ---------------------------------
                                                                    2002                  2001
                                                                 -----------           -----------
<S>                                                              <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                       $(1,058,252)          $(3,488,816)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
      Debt conversion expense                                        397,500                  --
      Stock-based compensation                                       127,266             1,804,846
      Depreciation and amortization                                   12,179             1,001,339
      Depreciation - ICON                                              7,400                  --
      Expenses paid by stockholder advance                             3,000                  --
      Provision for bad debt                                           6,300                  --

Changes in operating assets and liabilities:
    Accounts receivable, net                                         243,569                51,194
    Due from related company                                            --                  (1,202)
    Security deposits and other assets                                  --                 125,733
    Other current assets                                                --                  (5,090)
    Accounts payable and accrued liabilities                         188,289               224,815
                                                                 -----------           -----------
      Net Cash Used in Operating Activities                          (72,749)             (287,181)
                                                                 -----------           -----------
CASH USED IN BY INVESTING ACTIVITIES
  Acquisition of ICON, net of cash required                             --                  10,132
  Divestiture of ICON (Note 10)                                      (11,902)                 --
                                                                 -----------           -----------
      Net Cash (Used in) Provided by Investing
        Activities                                                   (11,902)               10,132
                                                                 -----------           -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds of notes from stockholders                                   --               2,207,353
  Proceeds of convertible notes from stockholders                       --                   8,000
  Proceeds of convertible notes from others                             --                 152,000
  Repayment of notes payable                                            --              (2,013,171)
                                                                 -----------           -----------
      Net Cash Provided by Financing Activities                         --                 354,182
                                                                 -----------           -----------
(Decrease) Increase in Cash                                          (84,651)               77,133

Cash and Cash Equivalents - Beginning of Period                       84,821                 2,821
                                                                 -----------           -----------
Cash and Cash Equivalents - End of Period                        $       170           $    79,954
                                                                 ===========           ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the year for:
    Interest                                                     $      --             $    57,278
                                                                 ===========           ===========
    Common stock issued in exchange of notes from
      stockholders                                               $      --             $   379,350
                                                                 ===========           ===========
    Notes payable and related interest satisfied
      issuance of preferred stock                                $   102,500           $      --
                                                                 ===========           ===========

</TABLE>

See notes to unaudited consolidated condensed financial statements.

                                      F-5
<PAGE>

                       DOMINIX, INC. AND SUBSIDIARY

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)


NOTE  1 -  BUSINESS AND CONTINUED OPERATIONS

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

During 2000, the Company's current business was operated through BookDigital.
BookDigital is a Delaware corporation formed in March of 1999 and is a
development-stage company engaged in certain areas of web commerce. Commencing
in January of 2001, the Company halted the development of its operations
conducted through BookDigital. Through September 30, 2002, BookDigital has
generated no revenues.

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

In connection with the acquisition of ICON, the Company issued 19,197,860 shares
of its common stock valued at $2,591,711. Pursuant to the terms of the
transaction, the principal of ICON became the Company's Chairman and CEO. The
Company also acquired the minority interest (approximately 15%) in a subsidiary
of ICON in exchange for 1,050,000 shares of its common stock valued at $42,000.

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

The acquisition was accounted for as a purchase, under which the purchase price
was allocated to the acquired assets and assumed liabilities based upon fair
values at the date of the acquisition. The excess of the purchase price over the
fair value of the net assets acquired amounted to $5,329,858.

                                      F-6
<PAGE>

                        DOMINIX, INC. AND SUBSIDIARY

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


NOTE  1 -  BUSINESS AND CONTINUED OPERATIONS (CONTINUED)

In April 2002, the stock of the ICON subsidiary, including all of its operating
assets and liabilities, was foreclosed by a related party note holder as full
satisfaction of promissory notes and related accrued interest due such related
party by ICON. As a result, the Company has no active business following such
event. Since this was a distinct business, the transaction as been treated as a
discontinued operation (see Notes 4 and 10). The condensed consolidated
financial statements for the periods ended September 30, 2002 and 2001 have been
restated, where applicable, to reflect ICON as a discontinued operation.

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
nine months ended September 30, 2002 and 2001, the Company has incurred losses
of $1,058,252 and $3,488,816, respectively. As of September 30, 2002, the
Company had a stockholders' deficiency of $1,652,487. The Company is in default
on its convertible notes payable, in addition to not having any active business.
These factors raise substantial doubt about the Company's ability to continue as
a going concern.

The Company funded its operations during 2001 from net proceeds of notes from
related parties and others. During the nine months ended September 30, 2002, no
proceeds were received from such sources. The Company is exploring other
financing alternatives, including private placements of its securities. The
Company is actively seeking to merge with a profitable private company. The
Company's ability to continue as a going-concern is dependent upon obtaining
additional financing, restructuring its existing liabilities, and the successful
completion of a merger transaction. The condensed consolidated financial
statements do not include any adjustments relating to the recoverability of
reported asset amounts or the amounts and classification of liabilities that
might result from the outcome of this uncertainty. No assurance can be provided
that the Company will be successful in locating a merger candidate and
completing a merger transaction.

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

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

                                      F-7
<PAGE>

                       DOMINIX, INC. AND SUBSIDIARY

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED

NOTE  2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

Advertising and Marketing Costs
-------------------------------

Advertising, promotion and other marketing costs are expensed as incurred.

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

Basic net loss per common share has been computed based on the weighted average
number of shares of common stock outstanding during the periods presented, which
were retroactively adjusted to give recognition to the 10-for-1 stock split on
April 30, 2001.

Common stock equivalents, consisting of options, warrants, convertible
debentures discussed in the notes to the condensed 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.

                                      F-8
<PAGE>

                       DOMINIX, INC. AND SUBSIDIARY

           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)


NOTE  2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

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

NOTE  3 - PROPERTY AND EQUIPMENT

Property and equipment at September 30, 2002 consisted of the following:

                Computer equipment                           $   90,409

                Less:  Accumulated depreciation                  63,632
                                                             ----------
                                                             $   26,777
                                                             ==========

Depreciation expense for the nine months ended September 30, 2002 and 2001
amounted to $12,179 and $33,255 respectively.

NOTE  4 - CONVERTIBLE NOTES PAYABLE - RELATED PARTIES

Convertible Notes Payable - Related Parties
-------------------------------------------

Originally, the notes payable to related parties were convertible promissory
notes obtained primarily for working capital purposes. The notes had an original
maturity date of 60 days and bore interest at 8% per annum. The notes, which
principal totalled $333,249 as of December 31, 2000, contained a provision for
conversion, at the holder's option, into the Company's common stock at a
conversion price equal to 70% of the average closing bid price per share of
common stock for the five-day period prior to such conversion. During 2000, the
Company assigned a value of $142,845 to the beneficial conversion feature of the
notes and was accounted for as addition to paid-in capital and a charge to
financing costs during the year ended December 31, 2000. During the year ended
December 31, 2001, an additional $8,000 promissory note was executed under terms
similar to the 2000 notes. As a result of the settlement agreement discussed in
Note 9, the principal amount of the three promissory notes, was reclassified to
due to former CEO, totaling $360,000 as of September 30, 2002.

At September 30, 2002, the Company was in default on the remaining note, with a
principal due of $100,000 and accrued interest of $13,000.

                                      F-9
<PAGE>

                       DOMINIX, INC. AND SUBSIDIARY

           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)



NOTE  4 - CONVERTIBLE NOTES PAYABLE - RELATED PARTIES (CONTINUED)

Notes Payable to Related Party by ICON Subsidiary
-------------------------------------------------

There were two promissory notes payable by ICON outstanding at the time of the
acquisition, including $802,317 due to a related party of the former owners of
ICON and $2,013,171 due to Merrill Lynch, which was collateralized by marketable
securities held by the same related party. The notes were obligations of the
ICON subsidiary and were payable on demand and bore interest at the rate of 8.0%
per annum.

During the nine months ended September 30, 2001, the Company issued 2,810,000
shares of its common stock to the related parties and reduced the principal
balance by $379,350. Additionally, during this period this related party made
additional loans to the Company totaling $194,000.

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

On April 26, 2002, the holder of the debt sent a demand notice to the Company
and elected to satisfy the debt, with related rights, and accrued interest with
the stock of ICON. This resulted in a divesture of the ICON operation and a
discontinued operation being recognized (See Note 10).


                                      F-10
<PAGE>

                         DOMINIX, INC. AND SUBSIDIARY

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE  5 - CONVERTIBLE NOTES PAYABLE - OTHERS

Convertible Debentures
----------------------

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

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

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

During April 2002, the Company entered into an agreement with the holders of the
debentures to modify the conversion rights to allow such debentures to be
convertible into 1,333,333 shares of the Company's Series A Convertible
Preferred Stock (Note 8).

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

Convertible notes payable to others in the amount of $142,000 have maturity
dates from 60 to 720 days and bear interest at rates ranging from 6% to 13% per
annum. The notes contain a provision for conversion, at the holder's option,
into the Company's common stock at a conversion price equal to 70% of the
average closing bid price per share of common stock for the five-day period
prior to such conversion, subject to maximum conversion prices of $.10 to $.40
per share. All of the debt is in arrears as of September 30, 2002.


                                      F-11
<PAGE>

                       DOMINIX, INC. AND SUBSIDIARY

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)


NOTE  6 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at September 30, 2002 consist of the
following:

                Litigation provision (Note 9)                $   300,000
                Interest                                          40,159
                Occupancy costs                                  404,334
                Salaries                                         175,000
                Professional fees                                103,376
                Other                                             51,565
                                                             -----------
                                                             $ 1,074,434
                                                             ===========

NOTE  7 -  INCOME TAXES

The Company could have tax benefits from its loss carry forwards, however, due
to its continuing recurring losses there is no assurance that these benefits
will be realized. As a result an allowance for all tax benefits has been
provided. This results in no income tax benefit or expense being recognized for
the period within these financial statements

NOTE  8 - STOCKHOLDERS' DEFICIENCY

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

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

Stock Issued for Services
-------------------------

During the period January 1 through September 30, 2002, the Company issued
6,363,322 shares of common stock valued at $127,266 to consultants for services
rendered.

                                      F-12
<PAGE>

                         DOMINIX, INC. AND SUBSIDIARY

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)


NOTE  8 - STOCKHOLDERS' DEFICIENCY (Continued)

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

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

           Convertible debentures and notes (assumed
             conversion at September 30, 2002)              16,810,000
           Options to purchase common stock                  2,000,000
           Obligations under settlement agreement           20,000,000
           Convertible Preferred Stock                     133,333,000
                                                           -----------
               Total as of September 30, 2002              172,143,000
                                                           ===========

Convertible Preferred Stock
---------------------------

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

Convertible Debentures
----------------------

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

During April 2002, the debentures principal amount of $100,000, all related
accrued interest and warrants to purchase 2,000,000 shares of common stock were
converted into 1,333,333 shares of Series A Convertible Preferred Stock. The
preferred shares are convertible into 133,333,000 of the Company's common
shares. (The preferred shares were assigned a value of $500,000 resulting in a
debt conversion expense of $397,500.)


                                      F-13
<PAGE>

                       DOMINIX, INC. AND SUBSIDIARY

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

NOTE  9 - COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

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

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

Rent expense for the nine months ended September 30, 2002 and 2001 amounted to
$222,334 and $110,266, respectively.

Litigation
----------

BookDigital is presently involved in an arbitration proceeding with a former
employee, alleging improper termination and demanding pay for the remainder of
the contract. The Arbitration Association ruled that the employee was improperly
terminated by the former President and awarded that the employee is entitled to
the continuation of his salary from June 23, 2000 up to the end of his contract
(March 31, 2003) to be paid in accordance with the payroll practices of
BookDigital.com. Such amount totals $275,000. BookDigital.com will argue that,
because of the downturn of the Internet industry in 2000, the division where the
employee was working was closed down in September 2000. However, a litigation
provision for $300,000 was recorded during the year ended December 31, 2001.

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

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


                                      F-14
<PAGE>

                       DOMINIX, INC. AND SUBSIDIARY

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)


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

Litigation (Continued)
------------------

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

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

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

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

The Company failed to make the scheduled payments in connection with the
$360,000 settlement agreement.

NOTE 10 - RELATED PARTY DEBT AND DISPOSITION OF ICON SUBSIDIARY

On April 26, 2002, the holder of the related party debt sent a demand notice to
the Company and subsequently foreclosed on the common stock of the ICON
subsidiary to satisfy debt in the principal amount of $2,630,319 and related
accrued interest due from ICON. As a result of this event, the ICON subsidiary
is no longer owned by the Company with the divestiture treated as a discontinued
operation.

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


                                      F-15
<PAGE>

                        DOMINIX, INC. AND SUBIDIARIES

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 10 - RELATED PARTY DEBT AND DISPOSITION OF ICON SUBSIDIARY (Continued)

The following unaudited information summarizes the net assets, liabilities and
operating results of ICON included in the condensed financial statements as of
the time of divestiture and the operating results from the beginning of the
fiscal year through the date of divestiture:

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

                Cash                                         $  11,902
                Accounts receivable - net                      107,569
                Other current assets                            30,675
                Goodwill and other intangible assets - net   2,647,330
                Property and equipment - net                    57,833
                Security deposits                               50,433
                Notes payable                               (2,686,169)
                Accounts payable and accrued liabilities      (649,490)
                                                             ---------
                      Net increase to equity                 $(429,917)
                                                             =========

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

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




                                      F-16
<PAGE>

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

    FORWARD LOOKING INFORMATION:

This Form 10-QSB contains forward looking statements, within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, regarding future events and the future performance of the
Company involve risks and uncertainties which may cause our actual results in
future periods to be materially different from any future performance suggested
herein. We believe that its business strategy that includes focus on future
acquisitions is not unique. There can be no assurance that our strategy will be
successful. There can be no assurance that sufficient capital can be obtained to
market ourselves and increase our market share and our performance and actual
results could differ materially from those projected in the forward looking
statements contained herein.

    ORGANIZATION OF BUSINESS:

Dominix, Inc. ("We", "Us" or the "Company") is a Delaware corporation, which
completed a reverse merger in August 2000. Prior to August 2000, we were a
Colorado corporation and our name was Medical Management Systems, Inc. ("MMGS").
During May and June 2000 we acquired over 99% of the Delaware corporation.

    BACKGROUND:

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

In May and June 2000 MMGS conducted an Exchange Offer for all of the shares of
Bookdigital.com. The Exchange Offer provided that each share of Bookdigital.com,
Inc. could be exchanged for .31133 of MMGS shares. Over 99% of Bookdigital.com's
shares were exchanged for MMGS in the Exchange Offer and the former holders of
Bookdigital.com received approximately 93% of MMGS issued and outstanding stock.

In August 2000, we completed the merger with a Delaware corporation named
Dominix, Inc. The shares of Medical Management Systems, Inc. were exchanged for
the shares of Dominix, Inc. on a one for one basis.

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

                                      F-17
<PAGE>

On January 10, 2001, the Company acquired International Controllers, Inc. a
privately held Delaware corporation ("ICON") in a stock for stock transaction
with certain of its officers/directors. Under the terms of the acquisition, all
of the outstanding shares of ICON were exchanged for an aggregate 1,464,000
shares of the Dominix common stock, representing approximately 18% of Company's
then outstanding common stock. All of these shares were issued to Enrique J.
Abreu the former principal of ICON. As a result of the transaction, ICON became
a wholly owned subsidiary of the Company. In conjunction with the acquisition of
ICON, Dominix entered into a loan repayment agreement as well as a Guarantee and
Security Agreement with the major debt-holders of ICON. Also, pursuant to the
terms of the transaction, Dominix Chairman and CEO, Ray Vahab, resigned and was
replaced by Mr. Abreu. Mr. Vahab also resigned his position as a director of the
Company and was replaced by Mr. Abreu.

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

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

As a result of the foregoing, the company attempted to focus its marketing
expertise on its newly acquired telecommunication infrastructure capabilities
(through the acquisition of ICON), and on garnering e-rate contracts.

    DEBT DEFAULT AND RESTRUCTURING:

On April 29, 2002, the debt holder for ICON, declared a default of the
obligations of the Company for the purchase of ICON and served a Demand for
Collateral due to the default in the amount of $2,369,206 of the Company.
Pursuant to the Demand, Nativity Realty, Inc., elected to take possession of the
9,408,165 shares of ICON that was held as collateral for full consideration of
the amount due under the Loan Guarantee and Security Agreement. Therefore,
pursuant to the foreclosure of the secured collateral, effective April 30, 2002,
the Company was no longer in control of ICON. The Company has treated this
divestiture as a discontinued operation.

                                    F-18
<PAGE>

In addition, effective April 30, 2002, the Company entered into a Debt
Conversion Agreement ("Agreement") with Diversified Capital Holdings, Inc.
("Diversified"). Pursuant to the Agreement, the Company approved the issuance to
Diversified of 1,333,333 of the Company's Series A Convertible Preferred Stock,
each share of which is convertible, at any time and in the sole discretion of
the holder of such Series A Convertible Preferred Stock, into 100 shares of the
Company's common stock.

    PLAN OF OPERATION:

As a result of the default on the obligations to purchase ICON, the Company has
virtually no operating business. As of September 9, 2002, the Company is a
"Shell" company. The Company plans to seek one or more potential businesses that
management believes warrant the Company's involvement. As a result of its
limited resources, the number of potential businesses available will be
extremely limited. The Company will not restrict its search to any particular
industry. Management has not developed and does not intend to develop specific
criteria to be followed in the search for and selection of a business
acquisition.

The target company may be (i) in its preliminary or developmental stage, (ii) a
financially troubled business or (iii) a going concern. It is impossible to
determine the capital requirements of the target business or whether such
business may require additional capital. Some target companies may seek to
establish a public trading market for their securities.

It is not presently anticipated that the Company will acquire or merge with a
business or company in which the Company's promoters, management or their
affiliates or associates directly or indirectly have an ownership interest;
however, there is no agreement, policy or understanding to prevent such a
transaction. In the event of such a non-arm's length transaction, management
would seek an independent approval of the transaction. Item 3. CONTROLS AND
PROCEDURES

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










                                    F-19
<PAGE>

PART II

ITEM 1. LEGAL PROCEEDINGS

On November 2001, the Company entered into a settlement agreement with the
former CEO and Chairman Mr. Ray Vahab, former President and Director Ms. Zhara
Yamani as well as other affiliates of Mr. Vahab. The settlement involves Mr.
Vahab, Ms. Yamani and affiliates transferring some their shares to various
individuals and organizations who were affiliated with ICON. The settlement also
involves a payment plan for a total amount of $360,000, wherein certain shares
owned by Mr. Vahab and Ms. Yamani were deposited in a third party escrow account
which was to be used as the collateral for the payment plan. As part of the
settlement, a mutual general release was entered into by Mr. Vahab, Ms Yamani
and affiliates with the Company, ICON and its affiliates. The Company has
received a formal notice of a Default on the Settlement Agreement for failure to
make $60,000 worth of scheduled payments. New management of the Company
continues to negotiate on a new settlement agreement with Mr. Vahab and Ms.
Yamani.

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

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

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

On July 24, 2002 the Company was named a defendant in a lawsuit filed in the
Civil Court of the City of New York, County of New York, Index No. 648320-02.
The plaintiff, Robert Fierman, has made a claim in the amount of $22,230.52
representing his fee for services alleged performed on behalf of the defendant.
The Company made an offer of settlement in the amount of $6,000, which was
rejected by the plaintiff. The Company intends on filing an answer and
counterclaim against he defendant for malpractice in performing such services.
The Company has offered to settle this action in exchange for 2,000 to 4,000
shares of Series A Convertible Preferred Stock, but no binding settlement
agreement has been reached. Accordingly, there can be no assurance that the
action is settled.

Other than the legal proceedings described above, the Company is not a party to
any pending legal or administrative proceeding having he potential for any
material affect upon any matter discussed herein, nor are any of the Company's
properties the subject of such a proceeding, and no such proceeding is known to
be overtly threatened.

                                    F-20
<PAGE>

ITEM 2. CHANGES IN SECURITIES

SERIES A PREFERRED STOCK

On April 29, 2002, our prior Board of Directors authorized the designation up to
1,333,333 shares of our Series A Preferred Stock, which will be convertible into
common stock at a ratio of 1 share of Series A Preferred Stock for to 100 shares
of Common Stock. The Series A Preferred Stock will have voting rights and will
rank as follows with respect to dividend rights and rights upon liquidation,
winding up and dissolution: (a) senior to any other series of Preferred Stock
(except as established by the Board of Directors), (b) on parity with any other
series of Preferred Stock established by the Board of Directors, and (c) prior
to any other of our equity securities, including our common stock. The
designation of rights and preferences of the Series A Preferred Stock has not
been filed because of the Company's failure to file certain franchise tax
reports and make franchise tax payments.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

On November 30, 2001, the Company sold, in a private placement, a 6% Convertible
Debenture with a face amount of $100,000, as well as additional consideration.
Pursuant to a Registration Rights Agreement, the holders of the debentures were
re-granted mandatory registration rights, which required the Company to register
the securities underlying the Debentures by March 31, 2002. The Company failed
to register the securities by March 31, 2002, and accordingly was in default
under the various agreements.

Effective April 30, 2002, the company entered into a Debt Conversion Agreement
with Diversified Capital Holdings, Inc. ("Diversified"). Pursuant to the
Agreement, the Company approved the issuance of 1,333,333 shares of Series A
Convertible Preferred Stock to Diversified, as well as a change in the
Management and Directors of the Company. Currently, the Company has no operating
business. It is the intention of the current management to locate a new business
opportunity, either by acquisition of assets, stock or as a result of a merger.

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

None

ITEM 5. OTHER INFORMATION

None

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

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

             (1)(2) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

            A list of the Condensed Consolidated Financial Statements filed as
part of this Report is set forth in Item 1.

                                    F-21
<PAGE>

(a)  (3)  EXHIBITS.

             99.1 Certification pursuant to 18 U.S.C. Section 1350

  (b)  Reports on Form 8-K

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



SIGNATURES

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


                                    DOMINIX, INC.



Date: November 26, 2002        By: /s/ James W. Zimbler
                                    ----------------------------
                                    James W. Zimbler, President
                                    (Chief Executive and Financial Officer)













                                    F-22
<PAGE>

                                CERTIFICATION

I, James W. Zimbler, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Dominix, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respect the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, is made known to me by others,
particularly during the period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):

     a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

      b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

November 26, 2002

                                /s/ James W. Zimbler
                                ---------------------------------------
                                James Zimbler, President
                                (Chief Executive and Financial Officer)

                                    F-23