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, 2001


                          Commission File No. 000-29462


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

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

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

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

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

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


The number of shares  outstanding of the  Registrant's  Common Stock,  .0001 par
value per share, at September 30, 2001 was 79,358,179.





<PAGE>


                                  DOMINIX, INC.

                               Form 10-QSB- Index

                    For the Quarter Ended September 30, 2001


PART I                                                                    Page
                                                                          ----

Item 1.  Consolidated Financial Statements                              F1 - F20
Item 2.  Management Discussion and Analysis                              1 - 2

PART II

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

Signatures                                                                 4


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



<PAGE>

                         DOMINIX, INC. AND SUBSIDIARIES

                              INDEX TO FORM 10-QSB

                               SEPTEMBER 30, 2001


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

PART I - FINANCIAL INFORMATION:

   ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)

     CONSOLIDATED BALANCE SHEET                                           F1
       At September 30, 2001

     CONSOLIDATED STATEMENTS OF OPERATIONS                                F2
       For the Nine Months Ended September 30, 2001 and 2000

     CONSOLIDATED STATEMENTS OF OPERATIONS                                F3
       For the Three Months Ended September 30, 2001 and 2000

     CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY                       F4
       For the Nine Months Ended September 30, 2001

     CONSOLIDATED STATEMENTS OF CASH FLOWS                                F5
       For the Nine Months Ended September 30, 2001 and 2000

     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                        F6 - F20


  ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS              1 - 2


PART II - OTHER INFORMATION                                             2 - 4



<PAGE>
                        DOMINIX, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEET
                                  (UNAUDITED)

                               SEPTEMBER 30, 2001


                                    ASSETS
                                    ------

Current Assets:

  Cash and cash equivalents                                  $     79,954
  Accounts receivable, net of allowance for bad debt of
   $72,000                                                        287,290
  Due from related company                                          1,202
  Other current assets                                             84,391
                                                             ------------
        Total Current Assets                                      452,837

Goodwill, net of accumulated amortization of $793,179           4,536,679
Property and equipment, net of accumulated depreciation           201,443
Security deposits                                                  35,433
Other assets                                                       18,263
                                                             ------------
        Total Assets                                         $  5,244,655
                                                             ============
                     LIABILITIES AND STOCKHOLDERS' EQUITY
                     ------------------------------------


Current Liabilities:
  Notes payable                                              $     63,095
  Note payable - stockholder                                    2,630,320
  Convertible notes payable - stockholders                        341,249
  Convertible notes payable - other                               152,000
  Accounts payable and accrued liabilities                      1,020,237
                                                             ------------
      Total Current Liabilities                                 4,206,901
                                                             ------------
Commitments and Other Matters (Notes 1, 6, 7, 8, 9 and 10)

Stockholders' Equity:
  Preferred stock - $0.001 par value; 5,000,000 shares
    authorized; -0- shares issued and outstanding                    --
  Common stock - $0.001 par value; 200,000,000 shares
    authorized; 77,400,299 shares issued and outstanding           77,400
  Receivable from stockholder                                    (122,600)
  Additional paid-in capital                                   19,009,962
  Accumulated deficit                                         (17,927,008)
                                                             ------------
      Total Stockholders' Equity                                1,037,754
                                                             ------------
      Total Liabilities and Stockholders' Equity             $  5,244,655
                                                             ============




See notes to unaudited consolidated financial statements.

                                      F-1
<PAGE>


                         DOMINIX, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                                For the Nine Months Ended
                                                      September 30,
                                               ----------------------------
                                                    2001            2000
                                               ------------    ------------

Revenues - Net                                 $  2,286,136    $       --
                                               ------------    ------------
Costs and Expenses:
  Cost of revenues                                1,069,997            --
  Stock-based compensation                        1,804,846       5,217,058
  Consulting fees                                    68,082         301,330
  Other general and administrative expenses       1,557,260       1,306,677
  Depreciation and amortization expense           1,001,339          21,455
  Interest expense                                  196,910           2,630
  Miscellaneous income                              (15,982)         (1,265)
  Loss on disposal of equipment                        --            23,308
  Equity loss in an unconsolidated affiliate         12,500            --
  Litigation accrual                                 80,000            --
                                               ------------    ------------
    Total Cost and Expenses                       5,774,952       6,871,193
                                               ------------    ------------
    Net Loss                                   $ (3,488,816)   $ (6,871,193)
                                               ============    ============

Basic and Diluted Loss Per Share               $      (0.05)   $      (0.18)
                                               ============    ============

Weighted average shares used in basic and
  diluted loss per share                         73,360,000      37,201,000
                                               ============    ============


See notes to unaudited consolidated financial statements.

                                      F-2
<PAGE>


                         DOMINIX, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                               For the Three Months Ended
                                                     September 30,
                                              ----------------------------
                                                   2001            2000
                                              ------------    ------------

Revenues - Net                                $    736,306    $       --
                                              ------------    ------------
Costs and Expenses:
  Cost of revenues                                 265,001            --
  Stock-based compensation                        (387,860)        291,830
  Consulting fees                                    1,384         160,297
  Other general and administrative expenses        334,548          28,356
  Depreciation and amortization expense            333,748          14,800
  Interest expense                                  42,475           2,630
  Miscellaneous income                              (1,498)           (927)
                                              ------------    ------------
    Total Costs and Expenses                       587,798         496,996
                                              ------------    ------------
    Net Income (Loss)                         $    148,508    $   (496,986)
                                              ============    ============

Basic and Diluted Loss Per Share              $       --      $      (0.01)
                                              ============    ============

Weighted average shares used in basic and
  diluted loss per share                        75,822,000      39,809,000
                                              ============    ============



See notes to unaudited consolidated financial statements.

                                      F-3

<PAGE>
<TABLE>
<CAPTION>


                         DOMINIX, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                  (UNAUDITED)

                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
                                                                            Common Stock             Additional
                                                         Date of    ----------------------------      Paid-in
                                                       Transaction     Shares          Amount         Capital
                                                       -----------  -------------   ------------    ------------
                                                                         (1)
<S>                                                    <C>          <C>             <C>             <C>

Nine Months Ended September 30, 2001:
------------------------------------

Balance - December 31, 2000                                           44,057,180    $     44,057    $ 14,204,066

Stock issued for acquisition of 98.427% of the
  outstanding shares of International Controller's,
  Inc                                                     01/01       19,197,860          19,198       2,572,512
Stock issued for conversion of debt                       01/01        2,810,000           2,810         376,540
Stock issued for consulting services                      01/01        1,800,000           1,800         421,200
Stock issued for consulting and other services            02/01          928,290             928         221,862
Stock issued for consulting and other services            02/01        4,200,000           4,200         877,800
Stock issued for consulting and other services            03/01        4,117,500           4,118         572,332
Cancellation of stock issued for consulting and other
  services                                                08/01       (3,250,000)         (3,250)       (451,750)
Stock issued for consulting and other services            08/01        2,000,000           2,000          62,000
Issuance of restricted stock in exchange for
  unrestricted stock                                      09/01          489,469             489          23,984
Stock issued for acquisition of minority interest in
  subsidiary                                                           1,050,000           1,050          40,950
Value assigned to beneficial conversion feature of
  debt                                                                      --              --            88,466
Net loss                                                                    --              --              --
                                                                    ------------    ------------    ------------
Balance - September 30, 2001                                          77,400,299    $     77,400    $ 19,009,962
                                                                    ============    ============    ============

                                                                                                       Total
                                                                     Receivable                     Stockholders"
                                                                        from         Accumulated       Equity
                                                                     Stockholder      Deficit       (Deficiency)
                                                                    ------------    ------------    ------------
Nine Months Ended September 30, 2001:
------------------------------------

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

Stock issued for acquisition of 98.427% of the
  outstanding shares of International Controller's,
  Inc                                                                       --              --         2,591,710
Stock issued for conversion of debt                                         --              --           379,350
Stock issued for consulting services                                        --              --           423,000
Stock issued for consulting and other services                              --              --           222,790
Stock issued for consulting and other services                              --              --           882,000
Stock issued for consulting and other services                              --              --           576,450
Cancellation of stock issued for consulting and other
  services                                                                  --              --          (455,000)
Stock issued for consulting and other services                              --              --            64,000
Issuance of restricted stock in exchange for
  unrestricted stock                                                        --              --            24,473
Stock issued for acquisition of minority interest in
  subsidiary                                                                --              --            42,000
Value assigned to beneficial conversion feature of
  debt                                                                      --              --            88,466
Net loss                                                                    --        (3,488,816)     (3,488,816)
                                                                    ------------    ------------    ------------
Balance - September 30, 2001                                        $   (122,600)   $(17,927,008)   $  1,037,754
                                                                    ============    ============    ============
</TABLE>


     (1) Share amounts have been restated to reflect the 10-for-1 stock split on
April 30, 2001.


See notes to unaudited consolidated financial statements.

                                      F-4

<PAGE>
<TABLE>
<CAPTION>

                         DOMINIX, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                     For the Nine Months Ended
                                                                           September 30,
                                                                     --------------------------
                                                                         2001           2000
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                           $(3,488,816)   $(6,871,193)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
      Stock-based compensation                                         1,804,846      5,217,058
      Depreciation and amortization                                    1,001,339         21,455
  Cash provided by (used in) the change in assets and liabilities:
      Decrease in accounts receivable, net                                51,194           --
      Increase in due from related company                                (1,202)          --
      Decrease (increase) in security deposits and other
        assets                                                           125,733       (109,337)
      Increase in other current assets                                    (5,090)          --
      Increase in accounts payable and accrued
        liabilities                                                      224,815        125,944
                                                                     -----------    -----------
    Net Cash Used in Operating Activities                               (287,181)    (1,616,073)
                                                                     -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                                      --          (88,940)
  Acquisition of ICON                                                     10,132           --
                                                                     -----------    -----------
    Net Cash Provided By (Used in) Investing Activities                   10,132        (88,940)
                                                                     -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                                    --        2,128,342
  Offering costs                                                            --         (208,280)
  Proceeds of notes from stockholders                                  2,207,353           --
  Proceeds of convertible notes from stockholders                          8,000          2,488
  Proceeds of convertible notes from others                              152,000           --
  Repayment of notes payable                                          (2,013,171)          --
                                                                     -----------    -----------
    Net Cash Provided by Financing Activities                            354,182      1,922,550
                                                                     -----------    -----------
Increase in Cash                                                          77,133        217,537

Cash and Cash Equivalents - Beginning of Period                            2,821         43,319
                                                                     -----------    -----------
Cash and Cash Equivalents - End of Period                            $    79,954    $   260,856
                                                                     ===========    ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the year for:
    Interest                                                         $   125,569    $      --
                                                                     ===========    ===========
    Common stock issued in exchange of notes from
      stockholders                                                   $   379,350    $      --
                                                                     ===========    ===========
</TABLE>

See notes to unaudited consolidated financial statements.

                                      F-5

<PAGE>


                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE  1 -  BUSINESS AND CONTINUED OPERATIONS

Dominix,  Inc. ("the Company") was  incorporated  under the laws of the state of
Colorado on July 30, 1987 as Apache  Investments,  Inc. In September  1991,  the
name of the Company was changed to Dog World, Inc. In February 1992, the Company
commenced its initial principal  business activity of owning and operating a pet
school and kennel in Grand Prairie,  Texas. In April 1995,  substantially all of
the  Company's  assets  and  business  operations  were  sold,  and the  Company
subsequently changed its name to Medical Management Systems,  Inc. ("MMSI").  In
June  2000,  MMSI  completed  a  stock  exchange  with   BookDigital.com,   Inc.
("BookDigital"),  where  the  Company  acquired  over  99.7%  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 webcommerce. BookDigital's
business is  comprised  of three web  sites/divisions:  a general  comprehensive
online  reference  site,  a  site  that  serves  schools,  and an  online  legal
subscription service for attorneys, consultants and paralegals, all of which are
under  development.  Commencing  in  January  of 2001,  the  Company  halted the
development of its operations conducted through  BookDigital.  Through September
30, 2001, no revenues have been generated by BookDigital.

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

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity with accounting principles generally accepted in the United States of
America,  which  contemplate  continuation  of the  Company as a going  concern.
However,  for the years ended  December  31, 1999 and 2000,  and the nine months
ended  September  30,  2001,  the Company has incurred  losses of  approximately
$4,266,000,  $8,894,000 and  $3,489,000,  respectively,  and as of September 30,
2001, had a working capital deficiency of approximately $3,754,000.  The Company
may incur  additional  losses  thereafter,  depending on its ability to generate
earnings from its ICON acquisition,  or enter into any or a sufficient number of
joint  ventures.  The  Company  is in default on  promissory  notes and  accrued
interest thereon,  totalling  $297,383,  as of September 30, 2001. These factors
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.


                                      F-6

<PAGE>


                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE  1 -  BUSINESS AND CONTINUED OPERATIONS (Continued)

The Company has principally  funded its operations  during the nine months ended
September 30, 2001 from proceeds of notes issued to  stockholders  and others in
excess  of  debt  repayments  resulting  in  net  proceeds  to  the  Company  of
approximately  $354,000. The Company is exploring other financing  alternatives,
including private placements and joint ventures.  No assurance can be given that
the Company can continue to obtain  financing for working capital or sell all or
any of its securities,  or obtain a loan against its securities, or if obtained,
that such funding will not cause  substantial  dilution to  shareholders  of the
Company.

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

NOTE  2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

                                      F-7


<PAGE>


                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE  2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

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

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.

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

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

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

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

Goodwill
--------

Goodwill  consists of goodwill  recorded in connection  with the  acquisition of
ICON on January 10, 2001.  Goodwill is being amortized  using the  straight-line
method  over 5  years.  Amortization  of  goodwill  for the  nine  months  ended
September 30, 2001 was $793,179.

                                      F-8

<PAGE>


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

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

                                      F-9

<PAGE>


                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

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

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

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

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

Research and development expenditures are charged to expense as incurred.

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

Advertising  costs are  expensed as incurred.  Advertising  expense for the nine
months ended September 30, 2001 and 2000 was $18,701 and $10,570, respectively.

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

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

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

Financing  costs related to the  beneficial  conversion  feature of  convertible
notes are  amortized  over the  period to the  earliest  conversion  date of the
notes.

                                      F-10

<PAGE>


                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 stock splits on December
31, 1999 and April 30, 2001 and the stock exchange completed in June of 2000.

Common  stock  equivalents,   consisting  of  options,   warrants,   convertible
debentures discussed in the notes to the consolidated financial statements, were
not  included in the  calculation  of the diluted loss per share  because  their
inclusion  would have had the effect of decreasing the loss per share  otherwise
computed.

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

The  consolidated  financial  statements  include  various  estimated fair value
information  at  September  30,  2001,  as required by  Statement  of  Financial
Accounting   Standards   107,   "Disclosures   about  Fair  Value  of  Financial
Instruments".  Such  information,  which  pertains  to the  Company's  financial
instruments,  is based on the  requirements set forth in that Statement and does
not purport to represent the aggregate net fair value to the Company.

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

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

Receivables and Payables: The carrying amounts approximate fair value because of
the short maturity of those instruments.

Notes Payable:  The carrying amounts of notes payable approximate fair value due
to the length of the maturities, the interest rates being tied to market indices
and/or due to the  interest  rates not being  significantly  different  from the
current market rates available to the Company.

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

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

                                      F-11


<PAGE>


                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements
--------------------------------

Effective January 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 133 ("SFAS  133"),  "Accounting  for  Derivative  Instruments  and
Hedging  Activities".  SFAS 133 establishes methods of accounting for derivative
financial  instruments and hedging  activities  related to those  instruments as
well as other  hedging  activities.  The adoption of SFAS 133 on January 1, 2001
did not have a material effect on the Company's financial position or results of
operations.

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 141 ("SFAS 141"), "Business Combinations",
which supercedes  Accounting  Principles Board ("APB") Opinion No. 16, "Business
Combinations".  SFAS No. 141  requires  the purchase  method of  accounting  for
business  combinations   initiated  after  June  30,  2001  and  eliminates  the
pooling-of-interests method. In addition, SFAS 141 establishes specific criteria
for the recognition of intangible  assets  separately from goodwill and requires
unallocated negative goodwill to be written-off  immediately as an extraordinary
gain.  The  provisions  of SFAS 141 have been  adopted as of July 1,  2001.  The
adoption of SFAS 141 has not changed the method of  accounting  used in previous
business combinations, initiated prior to July 1, 2001.

In July 2001, the FASB also issued Statement of Financial  Accounting  Standards
No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets", which is effective
for fiscal years beginning  after December 15, 2001.  Certain  provisions  shall
also be applied to acquisitions  initiated subsequent to June 30, 2001. SFAS 142
supercedes APB Opinion No. 17, "Intangible  Assets",  and requires,  among other
things,  the  discontinuance of amortization  related to goodwill and indefinite
lived intangible assets. These assets will then be subject to an impairment test
at least annually.  In addition,  the standard includes provisions upon adoption
for the reclassification of certain existing recognized intangibles as goodwill,
reassessment  of  the  useful  lives  of  existing  recognized  intangibles  and
reclassification of certain intangibles out of previously reported goodwill.

                                      F-12

<PAGE>


                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)
-------------------------------------------

The Company will adopt SFAS 142 effective  January 1, 2002, which will result in
the Company no longer amortizing its existing  goodwill.  At September 30, 2001,
goodwill approximated $4,537,000 and goodwill amortization approximated $793,000
for the nine months ended  September 30, 2001. In addition,  the Company will be
required  to  measure   goodwill  for  impairment  as  part  of  the  transition
provisions.  The Company is required to complete transition  impairment tests no
later than December 31, 2002.  Any impairment  resulting  from these  transition
tests  will be  recorded  as of January  1, 2002 and will be  recognized  as the
cumulative effect of a change in accounting  principle.  The Company will not be
able to determine if an  impairment  will be required  until  completion of such
impairment tests.

In October 2001, the FASB issued Statement of Financial Accounting Standards No.
144 ("SFAS  144"),  "Accounting  for the  Impairment  or Disposal of  Long-Lived
Assets",  which supercedes  Statement of Financial  Accounting Standards No. 121
("SFAS  121"),  "Accounting  for the  Impairment  of  Long-Lived  Assets and for
Long-Lived  Assets to be Disposed Of" and certain  provisions of APB Opinion No.
30,  "Reporting  Results of  Operations - Reporting the Effects of Disposal of a
Segment of a Business  and  Extraordinary,  Unusual and  Infrequently  Occurring
Events  and  Transactions".  SFAS 144  requires  that  long-lived  assets  to be
disposed of by sale, including discontinued operations, be measured at the lower
of  carrying  amount or fair  value,  less  cost to sell,  whether  reported  in
continuing operations or in discontinued operations.  SFAS 144 also broadens the
reporting  requirements of discontinued  operations to include all components of
an entity that have operations and cash flows that can be clearly distinguished,
operationally and for financial reporting purposes, from the rest of the entity.
The  provisions  of SFAS 144 are  effective  for fiscal  years  beginning  after
December 15, 2001.  Management is evaluating the effect of this statement on the
Company's results of operations and financial position.

NOTE 3 - BUSINESS COMBINATIONS

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

In June 2000, the  shareholders of BookDigital  completed an exchange offer with
MMSI,   which   was   accounted   for  as  a  reverse   acquisition   under  the
pooling-of-interests   method.   Accordingly,   all  prior  period  consolidated
financial  statements  presented  have been  restated  to include  the  combined
results of  operations,  financial  position and cash flows of  BookDigital  and
MMSI.  Under the terms of the offer,  .31133  shares of the common stock of MMSI
were exchanged for each common share of BookDigital. In the exchange offer, MMSI
issued an aggregate of  36,946,490 of its common shares in exchange for 99.7% of
the outstanding shares of BookDigital.

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

                                      F-13

<PAGE>

                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 3 - BUSINESS COMBINATIONS (Continued)

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

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

In connection with the acquisition of ICON, the Company issued 19,197,860 shares
of  its  common  stock  valued  at  $2,591,710.  Pursuant  to the  terms  of the
transaction, the principal of ICON became the Company's Chairman and CEO.

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  and is being
amortized on a straight-line  basis over 5 years. The accompanying  consolidated
financial  statements  include  the  operations  of ICON  from  the  date of the
acquisition (January 10, 2001).

The Company's  consolidated  financial  statements for the nine months and three
months  ended  September  30, 2000 do not include the results of  operations  of
ICON. The following  summarizes the unaudited proforma results of operations for
the nine  months  and three  months  ended  September  30,  2000,  assuming  the
foregoing acquisition had occurred on January 1, 2000:


                            For the                       For the
                        Nine Months Ended            Three Months Ended
                       September 30, 2000            September 30, 2000
                       ------------------            ------------------
         Revenue       $        2,606,955            $          805,232
                       ==================            ==================
         Net Loss      $       (1,065,364)           $         (329,313)
                       ==================            ==================

                                      F-14

<PAGE>


                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE  4 - PROPERTY AND EQUIPMENT

Property and equipment, at September 30, 2001, consisted of the following:
--------------------------------------------------------------------------

      Machinery and equipment               $  152,436
      Transportation equipment                  23,029
      Office furniture and fixtures             68,629
      Telecommunication equipment              173,287
      Leasehold improvements                     9,374
                                            ----------
                                               426,755
      Less: Accumulated depreciation           225,312
                                            ----------
                                            $  201,443
                                            ==========

Depreciation  expense  for the nine  months  ended  September  30, 2001 and 2000
amounted to $184,423 and $21,455, respectively.

NOTE  5 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities,  at September 30, 2001, consist of the
following:



      Professional fees                     $  219,129
      Interest payable                         252,505
      Telecommunication costs                   43,260
      Payroll                                  235,250
      Litigation accrual                        80,000
      Other                                    190,093
                                            ----------
                                            $1,020,237
                                            ==========

NOTE  6 - NOTES PAYABLE - STOCKHOLDERS

Notes  payable to  stockholders  consisted of the  following as of September 30,
2001:


      Convertible notes payable by parent
        company                             $  341,249
      Note payable by ICON subsidiary        2,630,320
                                            ----------
                                            $2,971,569
                                            ==========

                                      F-15

<PAGE>

                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE  6 - NOTES PAYABLE - STOCKHOLDERS (Continued)

Notes payable to stockholders  by the parent company are convertible  promissory
notes  obtained  primarily  for working  capital  purposes.  They have  original
maturity  dates from 60 to 360 days and bear  interest  at 8% and 13% per annum.
Certain of the notes contain a provision for conversion, at the holder's option,
into the  Company's  common  stock  at a  conversion  price  equal to 70% of the
average  closing  bid price per share of common  stock for the  five-day  period
prior to such  conversion.  The  Company  assigned  a value of  $142,845  to the
beneficial  conversion feature of the notes and was accounted for as an addition
to  paid-in  capital  and a charge to  financing  costs  during  the year  ended
December 31, 2000.  At September  30, 2001,  the Company has defaulted on two of
the notes,  with a principal  amount of $271,249 and accrued interest thereon of
$26,134.

Note  payable to  stockholder  by the ICON  subsidiary  is payable on demand and
bears interest at the rate of 8.0% per annum. During the quarter ended March 31,
2001, the Company issued 2,810,000 shares of its common stock to the stockholder
and reduced the principal balance by $379,350.

NOTE  7 - CONVERTIBLE NOTES PAYABLE - OTHERS

Convertible  notes payable to others have maturity dates from 60 to 360 days and
bear  interest at rates  ranging from 8% 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 ranging from 70% to 75% of the average  closing bid
price  per  share  of  common  stock  for  the  five-day  period  prior  to such
conversion, subject to maximum conversion prices of $.10 and $.40 per share. The
Company has assigned a value of $88,466 to the beneficial  conversion feature of
the notes and was accounted  for as an addition to paid-in  capital and a charge
to financing costs during the nine months ended September 30, 2001.

NOTE  8 - STOCKHOLDERS' EQUITY

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

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

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

During February and March 2001, the Company issued  11,045,790  shares of common
stock valued at $2,104,240 to various  employees  and  consultants  for services
rendered.  During  the three  months  ended  September  30,  2001,  the  Company
cancelled  3,250,000  of those  shares  valued at $455,000 and is reflected as a
reduction in stock-based compensation in the accompanying consolidated statement
of operations for that period.

                                      F-16

<PAGE>


                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE  8 - STOCKHOLDERS' EQUITY (Continued)

Stock Issuances (Continued)
--------------------------

During August 2001, the Company issued  2,000,000  shares of common stock valued
at $64,000 to consultants for services rendered.

Also, during August 2001, the Company issued 2,447,349  restricted shares of its
common  stock to two  stockholders  in exchange for  1,957,880  in  unrestricted
shares.

The value of the additional shares issued was recorded as a compensatory element
of $24,473 in the accompanying 2001 consolidated financial statements.

In September 2001, the Company issued 1,050,000 shares of its common stock to
purchase the minority interest (approximately 15%) in one of the subsidiary
companies of ICON. The additional purchase was valued at $42,000.

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.

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

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


Warrants to purchase common stock at $0.82 per share                 92,310,000
Convertible debentures (assumed conversion at September 30, 2001)    18,901,000
Options to purchase common stock                                      2,000,000
                                                                    -----------
    Total as of September 30, 2001                                  113,211,000
                                                                    ===========


                                      F-17

<PAGE>


                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE  9 - COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

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

Rent expense under various operating leases, for the nine months ended September
30, 2001 and 2000, was $195,729 and $83,495, respectively.

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

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 $.00001  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. It is the opinion of the
Company's  outside  security  counsel  that the Company  has a very  substantial
chance of being  successful in cancelling  such shares issued to the former CEO.
Accordingly,  the  20,000,000  shares  have not been  reflected  as  issued  and
outstanding in the accompanying consolidated financial statements.

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

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

The Company received various loans  aggregating  $233,000 during 2000 and $8,000
in 2001 from  companies  believed to be controlled  by the Company's  former CEO
(see Note 6).

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

                                      F-18


<PAGE>


                      DOMINIX, INC. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)



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

Litigation
----------

BookDigital  is presently  involved in an arbitration  proceeding  with a former
employee,  alleging improper  termination and demanding pay for the remainder of
contract.  The  Arbitration  Association  ruled that the employee was improperly
terminated by the former President and awarded that the employee is "entitled to
the  continuation of his salary from June 23, 2000 up to the end of his contract
to be  paid  in  accordance  with  the  payroll  practices  of  BookDigital.com.
BookDigital.com  will  argue  that,  because  of the  downturn  of the  Internet
industry in 2000, the division where the employee was working was closed down in
September 2000.  BookDigital.com  plans to settle with the employee,  but cannot
predict the outcome of the settlement.  An accrual of $80,000 was recorded as of
September 30, 2001.

The Company's former CEO has filed various lawsuits against the Company.  In the
first lawsuit, a company owned by the former CEO has made demands for payment of
certain  loans given to the  Company.  The Company has  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 has indebtedness due from the former CEO. In the second
lawsuit,   the  former  CEO  has  filed  for  arbitration  relating  to  illegal
termination  of his  consulting  contract.  The  Company  has  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 has filed a
lawsuit without legal representation against a number of parties,  including the
Company. The former CEO has made various charges against the parties,  including
misrepresentation,   manipulation,  conspiracy  and  illegal  corporate  actions
against  himself and the former  acting  President of the  Company.  The Company
intends to fully defend itself and to file a counter suit against the former CEO
for various  fraudulent  activities and  misrepresentations.  The Company cannot
predict  the  outcome  of these  matters at this early  stage.  Accordingly,  no
provision  for loss with  respect to these  lawsuits  has been  recorded  in the
accompanying consolidated financial statements.

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

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

                                      F-19


<PAGE>


                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



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

International Operations (Continued)
-----------------------------------

The revenues generated by ICON originate in the United States and are payable by
the users who are located in the United States. Accordingly,  none of the ICON's
revenues  are  considered  to be foreign.  As of September  30,  2001,  ICON had
telecommunication  equipment with a net book value of approximately  $8,000 with
situs in the above-mentioned foreign countries.

In view of the foregoing,  the Company's  business,  earnings,  asset values and
prospects may be materially and adversely  affected by developments with respect
to inflation, interest rates, currency fluctuations,  government policies, price
and wage controls, exchange control regulations, taxation, expropriation, social
instability,  and other  political,  economic or diplomatic  developments  in or
affecting the  above-mentioned  countries.  The Company has no control over such
conditions and  developments,  and can provide no assurance that such conditions
and developments will not adversely affect the Company's  operations.  NOTE 10 -
SUPPLEMENTAL CASH FLOW INFORMATION

During the nine months ended  September  30,  2001,  the Company  completed  the
acquisition of ICON.  The  transaction  had the following  impact on the balance
sheet as of September 30, 2001:



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

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


                                      F-20

<PAGE>


                                     PART I

Item 1.           CONSOLIDATED FINANCIAL STATEMENTS

Reports are contained starting Page F-1

Item 2.           MANAGEMENT'S DISCUSSION AND ANAYSIS

Description of Business:

Dominix,  Inc. ("We",  "Us" or the "Company") is a Delaware  corporation,  which
completed its  re-incorporation  in August 2000. Prior to August 2000, We were a
Colorado corporation and Our name was Medical Management Systems, Inc. ("MMGS").
In May and June 2000 we conducted an Exchange  Offer where we acquired  over 99%
of the stock of  Bookdigital.com,  Inc.,  which operates  several web sites that
make  books,  primarily  reference  books,  e-education,  legal  materials,  and
educational  materials  available for free and to paid  subscribers.  On January
2001,  the Company  acquired  International  Controllers,  Inc. a privately held
Delaware  corporation  ("ICON")  in an exchange  of stock  transaction  with its
principal.  ICON is a  telecommunication  technology and marketing  company that
builds  telecommunication  portals  focusing  on  ethnic  communities  which the
company  calls  eClubs(TM).  The  company  has  focused  its  activities  on its
telecommunication  strengths by  concentrating  on the eClubs  telecommunication
business  model.  On May 2001,  the board of  directors  approved a company name
change to eClubsworldwide  to more accurately reflect the business.  The company
has not yet filed the  necessary  papers to the State of Delaware,  NASD and the
SEC to formally affect the change in name of the company but intends to do so in
the future.  On July 2001,  the Company  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


Results of Operation:

Dominix is no longer considered a development stage company.  As a result of the
ICON acquisition,  significant revenue generating  operations have commenced and
are anticipated to continue.  The discussions  reflect the consolidation,  which
has been  accounted for by the  purchasing  method of  accounting.  As with most
companies  in the  telecommunication  business,  the Company was affected by the
events that  unfolded on  September  11, 2001,  wherein the Company  experienced
several  network  outages  which  directly  affected  our ability to service our
clients  which in turn had an effects on revenues.  In addition,  because of the
demise of several  telecommunication  companies, the company experienced network
interruptions  and had to reroute service to other  carriers.  On July 2001, the
Company had to suspend  operations on its eClub de Venezuela  partnership due to
new regulatory provisions in Venezuela.  eClub de Venezuela is currently seeking
partners so that it can meet the new minimum capitalization  requirements needed
to renew its value added telecommunication license in Venezuela.

We had revenues on a consolidated  basis of $736,306 for the three-month  period
ended  September  30, 2001,  whereas  there were no revenues for the  comparable
three-month  period of the prior  year.  The  revenues  we  reported  during the
three-month  period  ended  September  30,2001,  were  primarily  due  from  the
operations of ICON.

During our three-month period ended September 30,2001,  we had a net income from
operations  on  a  consolidated  basis  of  $148,508  compared  to a  loss  from
operations of $496,986 for the same period of the prior year.

                                       1

<PAGE>


In addition to its primary business of providing  telecommunication  services to
the  Philippine  and Russian  communities  through  its  eClubs,  the Company is
anticipating new revenues through the its new projects. The Company has expanded
its eClub  product  line by offering a Philippine  based call center  service to
companies in the United  States who desire to  out-source  these  services.  The
Company  expects to realize  revenues on its Call Center business by early 2002.
In addition, the Company is anticipating the realization of the e-rate contracts
it had signed up to provide telecommunication  integration services primarily to
schools in Puerto Rico which would add an  additional  $2.3  million  dollars in
revenue.


Liquidity and Capital Resources.

At September 30,2001 we had total current assets of $452,837 and total assets of
$5,244,655.  A  significant  portion  of the  assets  can be  attributed  to the
goodwill booked as part of the ICON acquisition.  Our total current  liabilities
were $4,206,901 at September 30,2001, a large portion of which is the assumption
of debt  of ICON  which  was  used to  develop  the IQ  switching  and  software
technology  as well as  developing  the eClubs  ethnic  marketing  concept.  The
accounts payable at September 30,2001 was $1,020,237.  Our cash flow used by our
operating  activities  were $287,181 for the nine-month  period ended  September
30,2001.

In  order  for  us to  meet  our  operating  expenses,  we  utilized  loans  and
convertible  debenture notes in the amount of $354,182 for the nine-month period
ended  September  30,2001.  To help finance its operations and grow its business
plan,  the Company has instituted a financing  program  wherein it has solicited
its original shareholders to reinvest in the Company. The next phase of the plan
is to raise money  through a  registration  process,  which the Company plans to
implement  by the start of the 4th  quarter  of 2001 to 1st  Quarter  2002.  The
company  continues  to work on programs  that will  generate  revenues  from its
eClubs,  call  center  and  e-Rate  projects  to reduce  dependence  on  outside
financing.  No  assurance  can be given that the Company can  continue to obtain
financing for working capital or sell all or any of its securities,  or obtain a
loan  against its  securities,  or if obtained  that such funding will not cause
substantial dilution to shareholders of the Company.


                                     PART II

Item 1.           LEGAL PROCEEDINGS

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
by Mr. Vahab and Ms.  Yamani are to  deposited  in a third party escrow  account
which  will be used as the  collateral  for  the  payment  plan.  As part of the
settlement,  a mutual general  release was entered into by Mr. Vahab,  Ms Yamani
and affiliates with the Company, ICON and its affiliates.

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.


Item 2.           CHANGES IN SECURITY

On August  2001,  the Company has issued an  aggregate  of  2,000,000  shares to
various  consultants  for  services.  These shares were valued at  approximately
$0.04 per share.

On September  2001,  the Company  issued an  aggregate  of  2,557,860  shares to
holders of the ICON stock  option  plan for  buy-out of the stock  option  plan.
These shares had originally been reserved as part of the  acquisition  agreement
entered  to  with  ICON  last  January  of  2001.  Also  as  obligation  for the
acquisition of ICON, the Company issued 1,050,000 shares to Caysana  Enterprises
LLC to buy-out their 15% equity holdings of eClubPhilippines.

                                       2

<PAGE>


During August 2001, the Company entered into various  agreements whereby certain
shareholders  agreed to use  their  shares to pay the  expenses  due to  certain
professionals.  In exchange, the Company issued to these shareholders a total of
2,456,349 shares of restricted common stock.


Item 3.           DEFAULTS UPON SENIOR SECURITIES

None

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

None


Item 5.           OTHER INFORMATION

None

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

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

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

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

          (a)(3) EXHIBITS.

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

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

(1)      Filed Herewith.

(b)     Reports on Form 8-K

                                       3

<PAGE>


SIGNATURES

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



         Date:                      November 20, 2001By: /s/ Enrique Abreu
                                    --------------------------------------
                                    Enrique Abreu,   President

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


      DATE                         SIGNATURE /  TITLE


         Date:                      November 20, 2001By: /s/ Enrique Abreu
                                    --------------------------------------
                                    Enrique Abreu,   CEO


         Date:                      November 20, 2001By: /s/ Enrique Abreu
                                    --------------------------------------
                                    Enrique Abreu, Chairman


         Date:                      November 20, 2001By: /s/ Ric Cmiel
                                    ----------------------------------
                                    Ric Cmiel, Director



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