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 June 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 Identification Number)
 of incorporation or organization)

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

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

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

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


The number of shares  outstanding of the  Registrant's  Common Stock,  .0001 par
value per share, at June 30, 2001 was 77,110,830.

<PAGE>


                                  DOMINIX, INC.

                               Form 10-QSB- Index

                       For the Quarter Ended June 30, 2001


                                                                           Page

Item 1.   Consolidated Financial Statements
              Consolidated Balance Sheet                                     3
                At June 30, 2001

              Consolidated Statements of Operations                          4
                For the Six Months Ended June 30, 2001 and 2000

              Consolidated Statements of Operations                          5
                For the Three Months Ended June 30, 2001 and 2000

              Consolidated Statements of Stockholders' Equity                6
                For the Six Months Ended June 30, 2001

              Consolidated Statements of Cash Flows                          7
                For the Six Months Ended June 30, 2001 and 2000

              Notes to consolidated financial statements                    8-18

Item 2.   Management Discussion and Analysis

PART II

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



Signatures


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





                                       2
<PAGE>

                        DOMINIX, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEET
                                  (UNAUDITED)

                                 JUNE 30, 2001


                                    ASSETS
                                    ------

Current Assets:
  Cash and cash equivalents                                 $    378,317
  Accounts receivable, net of allowance for bad debt of
    $72,000                                                      287,284
  Due from related company                                         1,202
  Other current assets                                            66,851
                                                            ------------
        Total Current Assets                                     733,654

Goodwill, net of accumulated amortization of $528,786          4,759,072
Property and equipment, net of accumulated depreciation          262,977
Security deposits                                                 35,433
Other assets                                                      26,082
                                                            ------------
        Total Assets                                        $  5,817,218
                                                            ============
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities:
  Bank overdraft                                            $     66,643
  Notes payable                                                1,887,209
  Note payable - stockholder                                   1,107,750
  Convertible notes payable - stockholders                       341,249
  Convertible notes payable - other                              152,000
  Accounts payable and accrued liabilities                     1,048,594
                                                            ------------
      Total Current Liabilities                                4,603,445
                                                            ------------
Commitments and Other Matters (Notes 1, 6, 7, 8, 9, 10
  and 11)

Stockholders' Equity:
  Preferred stock - $0.001 par value; 5,000,000 shares
    authorized; -0- shares issued and outstanding                   --
  Common stock - $0.001 par value; 200,000,000 shares
    authorized; 77,110,830 shares issued and outstanding          77,111
  Receivable from stockholder                                   (122,600)
  Additional paid-in capital                                  19,334,778
  Accumulated deficit                                        (18,075,516)
                                                            ------------
      Total Stockholders' Equity                               1,213,773
                                                            ------------
      Total Liabilities and Stockholders' Equity            $  5,817,218
                                                            ============




See notes to financial statements.


                                       3
<PAGE>

                         DOMINIX, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)




                                                 For the Six Months Ended
                                                         June 30,
                                               ----------------------------
                                                    2001            2000
                                               ------------    ------------

Revenues - Net                                 $  1,549,830    $       --
                                               ------------    ------------
Costs and Expenses:
  Cost of revenues                                  804,996            --
  Stock-based compensation                        2,192,706       4,925,228
  Consulting fees                                    66,698         141,033
  Other general and administrative expenses       1,222,712       1,278,321
  Depreciation and amortization expense             667,591           6,655
                                               ------------    ------------
    Total Costs and Expenses                      4,954,703       6,351,237
                                               ------------    ------------
Other Expenses (Income):
  Interest expense                                  154,435            --
  Miscellaneous income                              (14,484)           (338)
  Loss on disposal of equipment                        --            23,308
  Equity loss in an unconsolidated affiliate         12,500            --
  Litigation accrual                                 80,000            --
                                               ------------    ------------
    Total Other Expenses                            232,451          22,970
                                               ------------    ------------
    Net Loss                                   $ (3,637,324)   $ (6,374,207)
                                               ============    ============

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

Weighted average shares used in basic and
  diluted loss per share                         72,129,000      35,891,000
                                               ============    ============






See notes to financial statements.


                                       4
<PAGE>

                         DOMINIX, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)




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

Revenues - Net                                $    829,985    $       --
                                              ------------    ------------
Costs and Expenses:
  Cost of revenues                                 372,712            --
  Stock-based compensation                          88,466       4,925,228
  Consulting fees                                    7,000          71,130
  Other general and administrative expenses        533,252       1,045,235
  Depreciation and amortization expense            335,958           4,271
                                              ------------    ------------
    Total Costs and Expenses                     1,337,388       6,045,864
                                              ------------    ------------
Other Expenses (Income):
  Interest expense                                  90,637            --
  Miscellaneous income                                (205)           (147)
                                              ------------    ------------
    Total Other Expenses (Income)                   90,432            (147)
                                              ------------    ------------
    Net Loss                                  $   (597,835)   $ (6,045,717)
                                              ============    ============

Basic and Diluted Loss Per Share              $      (0.01)   $      (0.16)
                                              ============    ============

Weighted average shares used in basic and
  diluted loss per share                        77,111,000      36,862,000
                                              ============    ============






See notes to financial statements.


                                       5
<PAGE>
<TABLE>
<CAPTION>

                         DOMINIX, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                   (UNAUDITED)

                     FOR THE SIX MONTHS ENDED JUNE 30, 2001




                                                                            Common Stock             Additional
                                                       Date of      ----------------------------       Paid-in
                                                     Transaction       Shares          Amount          Capital
                                                    ------------    ------------    ------------    ------------
                                                                                         (1)
<S>                                                 <C>             <C>             <C>             <C>

Six Months Ended June 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
Value assigned to beneficial conversion
  feature of debt                                                           --              --            88,466
Net loss                                                                    --              --              --
                                                                    ------------    ------------    ------------
Balance - June 30, 2001                                               77,110,830    $     77,111    $ 19,334,778
                                                                    ============    ============    ============


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

Six Months Ended June 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
Value assigned to beneficial conversion
  feature of debt                                                           --              --            88,466
Net loss                                                                    --        (3,637,324)     (3,637,324)
                                                                    ------------    ------------    ------------
Balance - June 30, 2001                                             $   (122,600)   $(18,075,516)   $  1,213,773
                                                                    ============    ============    ============

</TABLE>

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




See notes to financial statements.


                                       6
<PAGE>
<TABLE>
<CAPTION>

                         DOMINIX, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                                      For the Six Months Ended
                                                                              June 30,
                                                                     --------------------------
                                                                         2001           2000
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                           $(3,637,324)   $(6,374,207)
  Adjustments to reconcile net loss to net cash used
    in operating activities:
      Stock-based compensation                                         2,192,706      4,925,228
      Depreciation and amortization                                      667,591          6,655
  Cash provided by (used in) the change in assets and liabilities:
     Decrease in accounts receivable, net                                 51,200           --
     Increase in due from related company                                 (1,202)          --
     Decrease in security deposits and other assets                      125,735         16,399
     Increase in other current assets                                     (8,883)          --
     Increase in bank overdraft                                           66,643           --
     Increase in accounts payable and accrued
       liabilities                                                       253,172        107,084
                                                                     -----------    -----------
    Net Cash Used in Operating Activities                               (290,362)    (1,318,841)
                                                                     -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Capital expenditures                                                       --          (63,540)
 Acquisition of ICON, net of cash acquired                                10,132           --
                                                                     -----------    -----------
    Net Cash Provided By (Used in) Investing
      Activities                                                          10,132        (63,540)
                                                                     -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from issuance of common stock                                     --        1,772,839
 Proceeds of notes from stockholders                                     684,783           --
 Proceeds of convertible notes from stockholders                           8,000          2,488
 Proceeds of convertible notes from others                               152,000           --
 Repayment of notes payable                                             (189,057)          --
                                                                     -----------    -----------
   Net Cash Provided by Financing Activities                             655,726      1,775,327
                                                                     -----------    -----------
Increase in Cash                                                         375,496        392,946

Cash and Cash Equivalents - Beginning of Period                            2,821         43,319
                                                                     -----------    -----------
Cash and Cash Equivalents - End of Period                            $   378,317    $   436,265
                                                                     ===========    ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the year for:
    Interest                                                         $    57,278    $      --
                                                                     ===========    ===========
    Common stock issued to convert loans from
      stockholders                                                   $   379,350    $      --
                                                                     ===========    ===========

</TABLE>





See notes to financial statements.


                                       7
<PAGE>

                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE  1 -  BUSINESS AND CONTINUED OPERATIONS

Dominix,  Inc. ("the Company") was  incorporated  under the laws of the state of
Colorado on July 30, 1987 as Apache  Investments,  Inc. In September  1991,  the
name of the Company was changed to Dog World, Inc. In February 1992, the Company
commenced its initial principal  business activity of owning and operating a pet
school and kennel in Grand Prairie,  Texas. In April 1995,  substantially all of
the  Company"s  assets  and  business  operations  were  sold,  and the  Company
subsequently changed its name to Medical Management Systems,  Inc. ("MMSI").  In
June  2000,  MMSI  completed  a  stock  exchange  with   BookDigital.com,   Inc.
("BookDigital"),   where  the  Company   acquired over  99.7% 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 June 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  financial  statements  have been prepared in conformity  with
generally accepted accounting principles,  which contemplate continuation of the
Company as a going concern.  However,  for the years ended December 31, 1999 and
2000, and the six months ended June 30, 2001, the Company has incurred losses of
approximately  $4,266,000,  $8,894,000 and $3,637,324,  respectively,  and as of
June 30, 2001, had a working capital deficiency of approximately $3,870,000. 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 $948,000, as of June 30, 2001. These factors
raise  substantial  doubt  about the  Company"s  ability to  continue as a going
concern.



                                       8
<PAGE>

                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE  1 -  BUSINESS AND CONTINUED OPERATIONS (Continued)

The Company has principally funded its operations during the quarter ended March
31, 2001 through the sale of convertible debentures resulting in proceeds to the
Company of  approximately  $693,000.  The Company is exploring  other  financing
alternatives,  including private placements and joint ventures. No assurance can
be given that the Company can continue to obtain  financing for working  capital
or sell all or any of its  securities,  or obtain a loan against its securities,
or if  obtained,  that such  funding  will not  cause  substantial  dilution  to
shareholders of the Company.

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

NOTE  2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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



                                       9
<PAGE>

                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE  2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

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

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

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

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

Goodwill
--------

Goodwill  consists of goodwill  recorded in connection  with the  acquisition of
ICON on January 10, 2001.  Goodwill is being amortized  using the  straight-line
method over 5 years.  Amortization of goodwill for the six months ended June 30,
2001 was $528,786.

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

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



                                       10
<PAGE>

                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE  2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

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

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

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

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

Research and development expenditures are charged to expense as incurred.

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

Advertising  costs are  expenses as  incurred.  Advertising  expense for the six
months ended June 30, 2001 and 2000 was $18,491 and $10,209, 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.




                                       11
<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 financial statements, were not included
in the  calculation of the diluted loss per share because their  inclusion would
have had the effect of decreasing the loss per share otherwise computed.

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

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

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




                                       12
<PAGE>

                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE  2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

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

NOTE  3 -  BUSINESS COMBINATIONS

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

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

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

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

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

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

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




                                       13
<PAGE>

                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE  3 -  BUSINESS COMBINATIONS (Continued)

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

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

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

                                            For the               For the
                                   Six Months Ended    Three Months Ended
                                      June 30, 2000         June 30, 2000
                                   ----------------    ------------------

            Revenue                      $1,801,123            $  909,045
                                         ==========            ==========

            Net Loss                     $ (736,051)           $  (43,002)
                                         ==========            ==========

NOTE  4 - PROPERTY AND EQUIPMENT

Machinery and equipment, at June 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                  163,778
                                                             ----------
                                                               $262,977
                                                             ==========

Depreciation expense for the six months ended June 30, 2001 and 2000 amounted to
$122,711 and $6,655, respectively.



                                       14
<PAGE>

                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE  5 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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


                Professional fees                          $  347,788
                Interest payable                              229,195
                Telecommunication costs                        90,567
                Payroll                                       182,000
                Litigation accrual                             80,000
                Other                                         118,944
                                                           ----------
                                                           $1,048,594
                                                           ==========

NOTE  6 - NOTES PAYABLE

Represents debt of ICON subsidiary  payable to Merrill Lynch.  The notes are due
on various dates  through June 30, 2002 and bear interest at LIBOR,  plus 2% per
annum  (5.9% to  6.8%).  The loan is  collateralized  by  securities  owned by a
shareholder of the Company.

NOTE  7 - NOTES PAYABLE - STOCKHOLDERS

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



                Convertible notes payable by parent
                  company                                  $  341,249
                Note payable by ICON subsidiary             1,107,750
                                                           ----------
                                                           $1,448,999
                                                           ==========

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 June 30,  2001,  the Company has  defaulted on two of the
notes,  with a principal  amount of $271,248  and  accrued  interest  thereon of
$18,791.



                                       15
<PAGE>

                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE  7 - NOTES PAYABLE - STOCKHOLDERS (Continued)

Note  payable to  stockholder  by the ICON  subsidiary  is payable on demand and
bears interest at the rate of 8.0% per annum. During the quarter ended March 31,
2001, the Company  issued 281,000 shares of its common stock to the  stockholder
and reduced the principal balance by $379,350. At June 30, 2001, the Company has
defaulted  on notes with a principal  balance of $503,076  and accrued  interest
thereon of $155,407.

NOTE  8 - 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 six months ended June 30, 2001.

NOTE  9 - 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 the
common stock valued at  $2,104,240  to various  employees  and  consultants  for
services rendered.

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.



                                       16
<PAGE>

                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE  9 - STOCKHOLDERS" EQUITY (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:


      Warrants to purchase common stock at $0.82 per share            92,310,000
      Convertible debentures (assumed conversion at June 30,
        2001)                                                         18,901,000
      Options to purchase common stock                                 2,000,000
      Contested stock issuances                                       20,000,000
                                                                     -----------
          Total as of June 30, 2001                                  133,211,000
                                                                     ===========

NOTE 10 - COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

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

Rent expense under various operating  leases,  for the six months ended June 30,
2001 and 2000, was $164,844 and $101,321, 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 financial statements.




                                       17
<PAGE>

                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 10 - COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)

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

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

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

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

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
June 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 financial statements.



                                       18
<PAGE>

                         DOMINIX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 10 - COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)

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

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

The revenues generated by ICON originate in the United States and are payable by
the users who are located in the United States. Accordingly,  none of the ICON"s
revenues  are  considered  to  be  foreign.  As  of  June  30,  2001,  ICON  had
telecommunication  equipment with a net book value of approximately $60,000 with
situs in the above-mentioned foreign countries.

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

NOTE 11 - SUPPLEMENTAL CASH FLOW INFORMATION

During the six months ended June 30, 2001, the Company completed the acquisition
of ICON. The transaction had the following  non-cash impact on the balance sheet
as of June 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)
                                                                   ===========






                                       19
<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.


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.

We had revenues on a consolidated  basis of $829,985 for the three-month  period
ended  June  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 June 30,2001, were primarily due from the operations of
ICON.

During our three-month period ended June 30,2001,  we had a loss from operations
on a  consolidated  basis of  $597,835,  compared to a loss from  operations  of
$6,045,717 for the same period of the prior year.

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.  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 June  30,2001 we had total  current  assets of $733,654  and total  assets of
$5,817,218.  A  significant  portion  of the  assets  can be  attributed  to the
goodwill booked as part of the ICON acquisition.  Our total current  liabilities
were  $4,603,445 at June 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 June 30,2001 was $1,048,594.  Our cash flow used by our operating  activities
were $290,362 for the six-month period ended June 30,2001.


                                       20
<PAGE>

In  order  for  us to  meet  our  operating  expenses,  we  utilized  loans  and
convertible  debenture notes in the amount of $655,726 for the six-month  period
ended June 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 warrant  program,  which the Company plans to implement
by the  start of the 4th  quarter  of 2001.  The  company  continues  to work on
programs  that will  generate  revenues  from its eClubs 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

Three legal firms,  who  represent  the former  President and Director Ms. Zhara
Yamani,  have  approached the Company to investigate  possible  illegal  actions
taken by  management  of Dominix Inc  regarding  their  client.  The Company has
communicated with the legal firms and upon information and belief, all the three
legal firms have resigned as counsel to Ms. Zhara Yamani. The Company as well as
the  shareholders of ICON intends to litigate Ms. Yamani for various  fraudulent
actions and misrepresentations.

The former CEO and Chairman,  Mr. Ray Vahab has filed various  lawsuits  against
the  Company.  On the first  lawsuit,  a company  owned by Mr.  Vahab,  Jonathan
Daniels,  is demanding for payment for certain  loans given to the Company.  The
Company has filed its reply and defense  alleging  among  others the validity of
certain  loan  documents  which was made  between Mr.  Vahab and his cousin,  Ms
Yamani who was then acting as President of the Company. In addition, the Company
claims  that Mr.  Vahab  himself  has  payables  to the  Company.  On the second
lawsuit,  Mr. Vahab has filed for  arbitration  for illegal  termination  of his
consulting  contract.  The  Company  has filed  motion  for a  dismissal  of the
arbitration process arguing the validity of the supposedly  consulting agreement
which was made between Mr.  Vahab and his cousin,  Ms Yamani who was then acting
as President of the Company.  On the third case, Mr. Vahab, who is filing pro se
(without legal representation),  has filed a lawsuit against a number of parties
which includes the Company, its directors,  its consultants,  its legal counsel,
its accounting firm, and other individuals  unknown to Mr. Vahab. Mr. Vahab, who
upon information and belief was recently  sentenced for federal crimes, has made
various  charges  against  the  parties,   among  which  are  misrepresentation,
manipulation,  conspiracy and illegal  corporate actions against himself and Ms.
Yamani.  The Company does not only desire to fully defend  itself but intends to
file a counter  suit  against Mr. Vahab for various  fraudulent  activities  and
misrepresentations.

Bookdigital.com,  which is a  subsidiary  of the  Company,  was  involved  in an
arbitration  case  with  a  former  employee  (Mr.  Colucci).   The  Arbitration
Association  ruled that Mr.  Colucci  was  improperly  terminated  by the former
President of  Bookdigital.com  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  contends that, because of the downturn of the Internet Industry
in 2000, the division where Mr. Colucci was working was closed down on September
2000.  Bookdigital.com  plans to settle with Mr.  Colluci but cannot predict the
outcome of the settlement.


Item 2.           CHANGES IN SECURITY

During,  the  three  months  ended  June  30,2001,   the  Company  entered  into
convertible  debenture  agreements with third party investors  totaling $22,000.
The notes have maturity dates from 60 to 360 days and bear interest in the range
of 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.


                                       21
<PAGE>

Item 3.           DEFAULTS UPON SENIOR SECURITIES

None

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

On April of 2001, the Company  increased the authorized  number of shares of the
Corporation to 200,000,000 million common shares and 5,000,000 preferred shares.
Also on April 2001,  the Company  implemented  a forward  split of the shares of
common stock of ten (10) shares for each one (1) share owned.

Item 5.           OTHER INFORMATION

None

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


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

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

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

(a)(3) EXHIBITS.

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

                       EXHIBITS AND SEC REFERENCE NUMBERS

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

(1)      Filed Herewith.

(b)      Reports on Form 8-K




                                       22
<PAGE>

SIGNATURES

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



         Date:   August 17, 2001     By: /s/ Enrique Abreu
                                        ----------------------------
                                        Enrique Abreu, President

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


         DATE                           SIGNATURE / TITLE


         Date:  August 17, 2001       By: /s/ Enrique Abreu
                                         ----------------------------
                                         Enrique Abreu, CEO


         Date:  August 17, 2001       By: /s/ Enrique Abreu
                                         ----------------------------
                                         Enrique Abreu, Chairman


         Date:  August 17, 2001       By: /s/ Ric Cmiel
                                         ----------------------------
                                         Ric Cmiel, Director


         Date:  August 17, 2001       By: /s/ Maya Likar
                                         ----------------------------
                                         Maya Likar, Director





                                       23