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

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

                            ________________________

                                   FORM 10-QSB

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

For the Quarter Period Ended

                       March 31, 2004 Commission File No.
                                    000-29462

                                  DOMINIX, INC.

             (Exact name of Registrant as specified in its Charter)

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

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

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

Former name, former address and former fiscal year, if
changed since last report:                                          N/A


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or for a shorter  period  that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                              Yes   |X|            No   |_|


The number of shares issued and  outstanding of the  Registrant's  Common Stock,
$.001 par value, as of May 14, 2004 was 197,140,105.

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


<PAGE>


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

                                                          INDEX TO FORM 10-QSB
------------------------------------------------------------------------------
                                                                     (Unaudited)

                                                                            Page

PART I - FINANCIAL INFORMATION:


Item 1 - FINANCIAL STATEMENTS (Unaudited)

  Condensed Consolidated Balance Sheet                                       1
  Condensed Consolidated Statements of Operations                            2
  Condensed Consolidated Statements of Stockholders' Equity (Deficiency)     3
  Condensed Consolidated Statements of Cash Flows                          4-5


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                      6-20


<PAGE>


                                                  DOMINIX, INC. AND SUBSIDIARIES
                                                   (A Development Stage Company)
                                            CONDENSED CONSOLIDATED BALANCE SHEET
                                                                     (Unaudited)

                                                                  March 31, 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                                   <C>
                           ASSETS

CURRENT ASSETS

  Cash                                                                $ 109,028
  Prepaid expenses and other current assets                               1,419
                                                                      -----------
      Total Current Assets                                              110,447

PROPERTY AND EQUIPMENT, Net                                               9,739

OTHER ASSETS
  Database license, net                                                  41,770
  Video library                                                          56,410
  Deferred financing costs, net                                          55,250
                                                                      -----------
TOTAL ASSETS                                                          $ 273,616
                                                                      ===========
          LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
  Convertible debentures, net of deferred
    debt discount of $383,350                                         $ 433,650
  Accrued expenses and other current liabilities                        199,919
  Due to stockholders and affiliates                                      9,597
                                                                      -----------
TOTAL CURRENT LIABILITIES                                               643,166
                                                                      -----------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY

  Preferred stock - $.001 par value; 5,000,000 shares authorized
    Series A Cumulative Convertible - 3,439,999 shares issued
      and outstanding, liquidation preference of $258,000                 3,440
  Series B Convertible - 82,167 shares issued and outstanding,
    liquidation preference of $6,163                                         82
  Common stock - $0.001 par value; 200,000,000 shares
    authorized; 197,140,105 shares issued and outstanding               197,140
  Additional paid in capital                                            151,209
  Deficit accumulated during development stage                         (721,421)
                                                                      -----------
    TOTAL STOCKHOLDERS' DEFICIENCY                                     (369,550)
                                                                      -----------
    TOTAL LIABILITIES AND
      STOCKHOLDERS' DEFICIENCY                                        $ 273,616
                                                                      ===========
</TABLE>


                       See notes to condensed consolidated financial statements.

                                                                               1
<PAGE>

                                                  DOMINIX, INC. AND SUBSIDIARIES
                                                   (A Development Stage Company)
                                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                     (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                              Cumulative Period
                                                For the Three Months Ended     July 5, 2001 to
                                                          March 31,               March 31,
                                                     2004            2003            2004
                                               -----------------------------------------------
<S>                                              <C>            <C>            <C>
REVENUE                                        $       1,891    $       1,531    $      21,899
                                               -------------    -------------    -------------
COSTS AND EXPENSES

  Cost of revenue                                      4,146              328           17,815
  Compensatory element of stock transactions              --               --            8,694
  Depreciation and amortization                        4,545               --            4,664
  Selling and administrative expenses                177,331            2,953          468,318
                                               -------------    -------------    -------------
      TOTAL COSTS AND EXPENSES                       186,022            3,281          499,491
                                               -------------    -------------    -------------
      OPERATING LOSS                                (184,131)          (1,750)        (477,592)
                                               -------------    -------------    -------------
OTHER EXPENSES
  Interest                                           162,582               --          216,079
  Financing costs                                     20,750               --           27,750
                                               -------------    -------------    -------------
      TOTAL OTHER EXPENSES                           183,332               --          243,829
                                               -------------    -------------    -------------
      NET LOSS                                 $    (367,463)   $      (1,750)   $    (721,421)
                                               =============    =============    =============
  Basic and Diluted Net Loss Per Share         $        0.00    $        0.00
                                               =============    =============
  Weighted Average Number of Common
    Shares Outstanding - Basic and Diluted       197,140,105       85,000,000
                                               =============    =============
</TABLE>


                       See notes to condensed consolidated financial statements.

                                                                               2
<PAGE>

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

          CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                                                                     (Unaudited)

                                   For the Three Months Ended March 31, 2004 and
                 The Period From Inception (July 5, 2001) Through March 31, 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>


                                                                                  Preferred Stock              Preferred Stock
                                                 Common Stock                         Series A                     Series B
                                                    Shares        Amount        Shares         Amount        Shares        Amount
                                                 ----------------------------------------------------------------------------------
<S>                                               <C>          <C>             <C>         <C>            <C>          <C>
BALANCE - July 5, 2001                                    --   $        --            --   $        --            --   $        --

  Stock issued for services                       19,588,124        19,588            --            --            --            --
  Sale of stock                                   46,854,793        46,855            --            --        82,167            82
  Net loss                                                --            --            --            --            --            --
                                                 -----------   -----------     ---------   -----------   -----------   -----------
BALANCE - December 31, 2001                       66,442,917        66,443            --            --        82,167            82

  Stock issued for services                       16,642,030        16,642            --            --            --            --
  Sale of stock                                    1,915,053         1,915            --            --            --            --
  Net loss                                                --            --            --            --            --            --
                                                 -----------   -----------     ---------   -----------   -----------   -----------
BALANCE - December 31, 2002                       85,000,000        85,000            --            --        82,167            82

Shares issued to stockholders of Dominix, Inc.   112,140,105       112,140     3,439,999         3,440            --            --
  Net Loss                                                --            --            --            --            --            --
                                                 -----------   -----------     ---------   -----------   -----------   -----------
BALANCE - December 31, 2003                      197,140,105       197,140     3,439,999         3,440        82,167            82

  Net Loss                                                --            --            --            --            --            --
                                                 -----------   -----------     ---------   -----------   -----------   -----------
BALANCE - March 31, 2004                         197,140,105   $   197,140     3,439,999   $     3,440        82,167   $        82
                                                 ===========   ===========     =========   ===========   ===========   ===========

<CAPTION>
                                                                 Accumulated
                                                                   Deficit
                                                   Additional       During
                                                     Paid-In      Development
                                                     Capital         Stage           Total
                                                 --------------------------------------------
<S>                                                <C>             <C>            <C>
BALANCE - July 5, 2001                             $        --    $        --    $        --

Stock issued for services                              (18,188)            --          1,400
Sale of stock                                           51,163             --         98,100
Net loss                                                    --        (55,448)       (55,448)
                                                   -----------    -----------    -----------
BALANCE - December 31, 2001                             32,975        (55,448)        44,052

Stock issued for services                               (9,348)            --          7,294
Sale of stock                                           59,734             --         61,649
Net loss                                                    --       (112,555)      (112,555)
                                                   -----------    -----------    -----------
BALANCE - December 31, 2002                             83,361       (168,003)           440

Shares issued to stockholders of Dominix, Inc.          67,848             --        183,428
Net Loss                                                    --       (185,955)      (185,955)
                                                   -----------    -----------    -----------
BALANCE - December 31, 2003                            151,209       (353,958)        (2,087)

Net Loss                                                    --       (367,463)      (367,463)
                                                   -----------    -----------    -----------
BALANCE - March 31, 2004                           $   151,209    $  (721,421)   $  (369,550)
                                                   ===========    ===========    ===========
</TABLE>


                       See notes to condensed consolidated financial statements.

                                                                               3
<PAGE>


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

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

<TABLE>
<CAPTION>
                                                                                            Cumulative
                                                                                              Period
                                                            For the Three Months Ended   July 5, 2001 to
                                                                      March 31,              March 31,
                                                             2004               2003            2004
                                                            --------------------------------------------
<S>                                                         <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                                  $   (367,463)   $     (1,750)   $   (721,421)
                                                            ------------    ------------    ------------
    Adjustments to reconcile net loss to net
      cash provided by (used in) operating activities:
    Amortization of deferred financing costs                      20,750              --          27,750
    Amortization of deferred debt discount                       143,750              --         191,650
    Depreciation and amortization                                  4,546              --           4,665
    Compensatory element of stock transactions                        --              --           8,694
  Changes in operating assets and liabilities:
    Video library                                                 (6,410)             --         (56,410)
    Prepaid expenses and other current assets                       (172)             --          (1,419)
    Accrued expenses and other current liabilities                 2,762              --          53,748
                                                            ------------    ------------    ------------
       TOTAL ADJUSTMENTS                                         165,226              --         228,678
                                                            ------------    ------------    ------------
      NET CASH USED IN OPERATING
        ACTIVITIES                                              (202,237)         (1,750)       (492,743)
                                                            ------------    ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of computer equipment                                  (3,762)             --         (10,607)
  Cash received in recapitalization                                   --              --         496,544
                                                            ------------    ------------    ------------
      NET CASH (USED IN) PROVIDED BY
        INVESTING ACTIVITIES                                      (3,762)             --         485,937
                                                            ------------    ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from sale of common stock                                  --              --         159,749
  Advances to affiliate                                              152              --         (43,915)
                                                            ------------    ------------    ------------
      NET CASH PROVIDED BY
      FINANCING ACTIVITIES                                  $        152    $         --    $    115,834
                                                            ------------    ------------    ------------
</TABLE>


                       See notes to condensed consolidated financial statements.

                                                                               4
<PAGE>


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

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

<TABLE>
<CAPTION>
                                                                                            Cumulative
                                                                                              Period
                                                            For the Three Months Ended   July 5, 2001 to
                                                                      March 31,              March 31,
                                                             2004               2003            2004
                                                            --------------------------------------------
<S>                                                         <C>             <C>             <C>

      NET DECREASE IN CASH                                  $   (205,847)   $     (1,750)   $    109,028

CASH - Beginning                                                 314,875           2,240              --
                                                            ------------    ------------    ------------
CASH - Ending                                               $    109,028    $        490    $    109,028
                                                            ============    ============    ============
SUPPLEMENTAL  DISCLOSURES  OF CASH FLOW  INFORMATION
    Cash paid during the years for:

    Interest                                                $         --    $         --    $         --
    Taxes                                                   $        455    $         --    $        455

  Non-cash investing and financing activities:

  Cash received in recapitalization:

    Deferred financing costs                                $         --    $         --    $    (83,000)
    Convertible debentures, net of deferred debt
      discount of $575,000                                            --              --         242,000
    Accounts payable and accrued expenses                             --              --         146,171
    Due to stockholder                                                --              --           3,921
    Due to affiliate                                                  --              --           4,024
                                                            ------------    ------------    ------------
                                                                      --              --         313,116
    Equity - issuance of common stock                                 --              --         183,428
                                                            ------------    ------------    ------------
    Cash received from recapitalization                     $         --    $         --    $    496,544
                                                            ============    ============    ============
</TABLE>

                       See notes to condensed consolidated financial statements.

                                                                               5
<PAGE>

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

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


NOTE 1 - Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted  accounting  principles
     for interim financial  statements and with the instructions to Form 10-QSB.
     Accordingly,  they do not include all of the  information  and  disclosures
     required for annual financial statements. These financial statements should
     be read in  conjunction  with the  consolidated  financial  statements  and
     related  footnotes   included  in  Dominix,   Inc.  and  Subsidiaries  (the
     "Company")  annual  report on Form 10-KSB for the year ended  December  31,
     2003.

     In the opinion of the Company's management,  all adjustments (consisting of
     normal  recurring  accruals)  necessary  to present  fairly  the  Company's
     financial  position as of March 31, 2004 and the results of operations  and
     cash flows for the  three-month  periods ended March 31, 2004 and March 31,
     2003 and for the  period  July 5, 2001  through  March  31,  2004 have been
     included.

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

NOTE 2 - Business and Reverse Merger

     On December 5, 2003,  Dominix  Inc.,  a publicly - traded  company  with no
     active  business  listed  on the  electronic  bulletin  board,  ("Dominix")
     acquired 100% of Jade Entertainment  Group, Inc. ("Jade"), a privately-held
     New York Corporation. Jade and Dominix collectively are referred to as "the
     Company".  Jade is a development  stage company  engaged in the business of
     operating various adult Internet  web-site's  including a search engine for
     adult  entertainment.  Pursuant to the  Merger,  the  stockholders  of Jade
     received  85,000,000  shares of Dominix's common stock and 82,167 shares of
     Dominix's Series B preferred stock  convertible into 781,140,000  shares of
     Dominix's  common  stock.  After the issuance of common  stock  pursuant to
     various pending conversions including: (i) notes plus accrued interest into
     64,000,000  shares of Dominix's  common stock,  (ii) conversion of accounts
     payable and accrued  interest  into  2,000,000  shares of Dominix's  common
     stock, (iii) conversion of series A Preferred Stock into 687,999,800 shares
     of  Dominix's  common stock and (iv) the  conversion  of series B Preferred
     Stock into  781,140,000  shares of Dominix's common stock, the shareholders
     of Jade will own  approximately  50% of the common stock of Dominix.  After
     the merger,  the two largest  shareholders  of Jade assumed the two highest
     executive  positions  of Dominix and  effective 10 days from the mailing of
     Dominix's  information statement to its stockholders they become members of
     the board of directors of Dominix.

                                                                               6
<PAGE>


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

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


NOTE 2 - Business and Reverse Merger, continued

     Accordingly,  this  transaction  has been accounted for as a reverse merger
     with Jade as the acquirer of Dominix.  The reverse merger was accounted for
     as a  recapitalization  of Jade and the  stockholders'  equity of Jade were
     retroactively restated to its inception on, July 5, 2001.

     The Board of  Directors  of  Dominix  has  approved a  one-for-two  hundred
     reverse stock split,  which is to become  effective  upon 20 days after the
     mailing of an information statement to its stockholders, see Note 10.

     Jade since  inception has been  developing  its  technology,  marketing its
     website to potential  advertisers  and building  consumer  awareness of the
     Jade's website and services.  Jade's website,  AskJade.com,  is a specialty
     search  engine for the adult  entertainment  industry.  Its  search  engine
     allows  Internet  users to enter a word,  phrase  or  plain  English  query
     describing  what they want located on the Internet.  Its search engine then
     displays a selection of websites  related to that query. In addition,  Jade
     intends to distribute  its video library of adult content  through both the
     wholesale and retail channels throughout the United States in 2004. None of
     its planned  principal  operations have generated any  substantial  revenue
     through March 31, 2004.

     Background of Public Shell (Dominix)

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

     During  2000,   Dominix's   business  was  operated  through   BookDigital.
     BookDigital  is a  Delaware  corporation  formed in March of 1999 and was a
     development-stage  company  engaged in certain  areas of web  commerce.  In
     2001, due to the decline of the Internet industry,  Bookdigital.com  halted
     development  of  its  www.Bookdigital.com,  www.bookdigitalschools.com  and
     www.Lawxpress.com web sites and ceased operations. Through the three months
     ended March 31, 2004, BookDigital has generated no revenues.


                                                                               7
<PAGE>


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

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


NOTE 2 - Business and Reverse Merger, continued

     Background of Public Shell (Dominix), continued

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

NOTE 3 - Going Concern and Managements Plans

     The  accompanying  condensed  consolidated  financial  statements have been
     prepared in conformity with accounting principles generally accepted in the
     United  States of America,  assuming  that the Company  will  continue as a
     going  concern.  For the three months ended March 31, 2004 and 2003 and for
     the period  from  inception  (July 5, 2001)  through  March 31,  2004,  the
     Company had incurred losses of approximately $367,000, $1,800 and $721,000,
     respectively.  The  Company  is in default  on  certain  convertible  notes
     payable,  see Note 8.  These  factors  raise  substantial  doubt  about the
     Company's ability to continue as a going concern. In November 2003, Dominix
     received proceeds of $575,000 from the sale of Convertible Debentures.  The
     balance  of cash at the merger  date with Jade  amounted  to  approximately
     $497,000. The Company's ability to continue as a going-concern is dependent
     upon   obtaining   additional   financing,   restructuring   its   existing
     liabilities,  and the  successful  completion  of its  business  plan.  The
     condensed  consolidated financial statements do not include any adjustments
     that might result from the outcome of this uncertainty. No assurance can be
     provided  that  the  Company  will be  successful  in  locating  additional
     financing or completing its business plan.

NOTE 4 - Summary of Significant Accounting Policies

     Principles of Consolidation

     The condensed  consolidated  financial  statements  include the accounts of
     Jade from  inception  (July 5,  2001) to March  31,  2004 and  Dominix  and
     BookDigital  from the date of merger,  December 5, 2003 to March 31,  2004,
     collectively  (the "Company").  All significant  intercompany  balances and
     transactions have been eliminated in consolidation.


                                                                               8
<PAGE>


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

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


NOTE 4 - Summary of Significant Accounting Policies, continued

     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.

     Video Library

     During 2003 the Company acquired fifty digitally  mastered tapes containing
     adult content, which they intend to convert into DVD format and other media
     entertainment.  These costs will be amortized  proportionately with revenue
     recognized  related  to the  distribution  of the  products  and  licensing
     revenues.  Management  believes  that this  method  provides  a  reasonable
     matching of expenses  with total  estimated  revenues over the periods that
     revenues  associated  with films and  programs are expected to be realized.
     Film and  program  amortization  will be adjusted  periodically  to reflect
     changes in the estimates of amounts of related  future  revenues.  Film and
     program costs are stated at the lower of unamortized  cost or estimated net
     realizable value as determined on a specific identification basis. No films
     were released as of March 31, 2004.

     Property and Equipment

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

     Revenue Recognition

     Revenue  recognized by Jade through March 31, 2004 represents  revenue from
     its search  engine.  Jade  receives a fee when its search engine is used to
     complete an online  purchase.  The revenue is recognized upon completion of
     the  transaction.  Revenue to be generated  under the sale of its DVD's and
     other  media   entertainment  will  be  recognized  upon  shipment  of  the
     merchandise.


                                                                               9
<PAGE>


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

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


NOTE 4 - Summary of Significant Accounting Policies, continued


     Website Development Costs

     The Company  recognizes the costs  associated  with developing a website in
     accordance  with the American  Institute of  Certified  Public  Accountants
     ("AICPA") Statement of Position ("SOP") No. 98-1, "Accounting for the Costs
     of Computer Software  Developed or Obtained for Internal Use".  Relating to
     website  development costs the Company follows the guidance pursuant to the
     Emerging  Issues  Task  Force  (EITF) No.  00-2,  "Accounting  for  Website
     Development  Costs".  Internal costs related to the  development of website
     content  are  expensed  as  incurred.  As of March  31,  2004  there are no
     capitalized website development costs.

     Advertising Costs

     Advertising  costs are  expensed as  incurred.  For the three  months ended
     March 31,  2004 and 2003 and for the period from  inception  (July 5, 2001)
     through March 31, 2004,  advertising  expense were $3,088,  $0 and $12,824,
     respectively.

     Income Taxes

     The Company was not  required to provide for a provision  for income  taxes
     for the three months March 31, 2004 and 2003,  as a result of net operating
     losses incurred during those periods.

     Loss Per Share

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

                                                                              10
<PAGE>


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

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


NOTE 4 - Summary of Significant Accounting Policies, continued

     Fair Value of Financial Instruments

     The consolidated  financial statements include various estimated fair value
     information  at March  31,  2004 as  required  by  Statement  of  Financial
     Accounting  Standards  107,  "Disclosures  about  Fair  Value of  Financial
     Instruments." Such information,  which pertains to the Company's  financial
     instruments,  is based on the  requirements set forth in that Statement and
     does not purport to represent the aggregate net fair value to the Company.

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

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

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

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

     Stock-Based Compensation

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

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


                                                                              11
<PAGE>


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

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


NOTE 4 - Summary of Significant Accounting Policies, continued

     Stock-Based Compensation, continued

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


<TABLE>
<CAPTION>
                                                                               Cumulative
                                                    For the Years Ended      Period July 5,
                                                            March 31,          2001 to
                                                    ----------------------    December 31,
                                                       2004        2003           2003
                                                    ---------------------------------------
<S>                                                 <C>         <C>          <C>
   Net loss attributable to common stockholders,
     As reported                                    $(367,463)  $  (1,750)   $    (721,421)

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

   Less:  total stock-based employee
          compensation expense determined
          under  the  fair  value-based
          method of all awards                             --          --               --
                                                    ---------   ---------    -------------
   Proforma Net Loss Attributable to Common
     Stockholders                                   $(367,463)  $  (1,750)   $    (721,421)
                                                    =========   =========    =============
   Basic and Diluted Net Loss Attributable to
     Common Stockholders:

       As reported                                  $    0.00   $    0.00    $       0.00
                                                    =========   =========    =============
       Proforma                                     $    0.00   $    0.00    $       0.00
                                                    =========   =========    =============
</TABLE>


                                                                              12
<PAGE>


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

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


NOTE 5 - Property and Equipment

     Property and equipment consists of the following at March 31, 2004:

    Computer equipment                                               $  8,867
    Office equipments                                                   1,740
                                                                     --------
              Total                                                    10,607
    Less:  accumulated depreciation                                      (868)
                                                                     --------
              Property and Equipment, Net                            $  9,739
                                                                     ========

     Depreciation expense for the three months ended March 31, 2004 and 2003 was
     $749 and $--, respectively.

NOTE 6 - Database License, Net

     Jade has a database  license  agreement with  MarketShare  Recovery Inc., a
     Delaware  corporation  ("MarketShare")  to use and to sublicense the use of
     its database for a term of ten years. For financial reporting, amortization
     is provided  for under the  straight-line  method,  based upon the economic
     useful life of three years. At March 31, 2004, the database license fee net
     of accumulated amortization of $3,797 was $41,770. Amortization expense for
     the three-month period ended March 31, 2004 was $3,797.

NOTE 7 - Deferred Financing Cost, Net

     Deferred financing cost consists of the following at March 31, 2004:

    Deferred financing cost                                           $  83,000
    Less:  accumulated amortization                                     (27,750)
                                                                      ---------
              Deferred Financing Cost, Net                            $  55,250
                                                                      =========

     Amortization  of the  deferred  financing  cost for the three  months ended
     March 31, 2004 and 2003 was $20,750 and $--, respectively, see Note 8.

                                                                              13
<PAGE>


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

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


NOTE 8 - Convertible Debentures

     Convertible debentures at March 31, 2004 consist of the following:

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

    b) Convertible  debentures (default),  due on demand,  bearing
    interest  at  12%  per  annum.   The   debentures   contain  a
    provision for  conversion,  at the holder's  option  including
    accrued  interest,  into  the  Company's  common  stock  at  a
    conversion  price  equal  to 70% of the  average  closing  bid
    price per share of common stock for the five-day  period prior
    to such conversion,  subject to maximum  conversion  prices of
    $.10 to $.40 per  share.  The  related  beneficial  conversion     142,000
    feature has been fully charged to interest  expense by Dominix
    in prior years.

    c)  Convertible  debentures,  due November  30, 2004,  bearing
    interest at 7% per annum.  The debentures  contain a provision
    for  conversion,  at the  holder's  option  including  accrued
    interest  on a one for one  basis,  into  units of  securities
    comprising  of common stock and warrants to purchase  one-half
    share of common  stock at $.00875 per share for two years from
    the  date  of  issuance,  net of  deferred  debt  discount  of
    $383,350.                                                          191,650
                                                                       -------
              Total Convertible Debentures                             433,650

    Less:  current portion                                             433,650
                                                                       -------
              Long-Term Debt, Net of Current Portion                   $    --
                                                                       =======


                                                                              14
<PAGE>


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

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


NOTE 8 - Convertible Debentures, continued

     b) The  Company  has  agreements   with  six  holders  of  12%  convertible
        debentures  totaling $112,000 who agreed to convert their debentures for
        a total of 189,000 shares of common stock to be delivered  following any
        reverse stock split of the Company's outstanding common stock.

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

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

        In  accordance  with EITF 00-27 the amount  allocated to the  beneficial
        conversion  feature was limited to the net proceeds of the offering less
        the value allocated to the warrants issued to the purchasers. The amount
        allocated  to the  warrants  of  $206,730  and the  total  amount of the
        beneficial  conversion  features  of  $368,270  were both  recorded as a
        deferred  debt  discount and are being charge to interest  expenses over
        the term of the notes.

NOTE 9 - Accounts Payable and Accrued Liabilities

     Accounts  payable and accrued  liabilities at March 31, 2004 consist of the
     following:

    Interest                                                         $105,632
    Litigation claims                                                  52,230
    Professional fees                                                  40,479
    Other                                                               1,578
                                                                     --------
                                                                     $199,919
                                                                     ========


                                                                              15
<PAGE>


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

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


NOTE 10 - Stockholders' Deficiency

     During 2002 and 2001,  Jade issued 424,799 and 500,000 shares of its common
     stock for services valued at $7,294 and $1,400, respectively.  These shares
     were  retroactively  restated at one share of Jade's common stock for 39.18
     shares of Dominix's  common stock in accordance with the accounting for the
     recapitalization.

     During  2002 and 2001 Jade sold 48,883 and  1,196,000  shares of its common
     stock  for   $61,249  and   $98,100,   respectively.   These   shares  were
     retroactively restated at one share of Jade's common stock for 39.18 shares
     of  Dominix's  common  stock  in  accordance  with the  accounting  for the
     recapitalization.

     Series A Cumulative Convertible Preferred

     Each share has rights including;  cumulative dividend rights without stated
     amount,  liquidation  preference  of $.075 per share,  voting rights of 200
     votes per share, piggy back registration and is convertible into 200 shares
     of common stock. Each share is automatically  convertible into common stock
     upon  20  days  after  the  mailing  of the  information  statement  to the
     stockholders, which has been mailed on May 14, 2004.

     Series B Convertible Preferred

     Each share has rights including; liquidation preference of $.075 per share,
     voting  rights of 9,507  votes per share,  and is  convertible  into common
     stock at a ratio of 1 to 9,507.  Each  share is  automatically  convertible
     into  common  stock  upon 20 days  after  the  mailing  of the  information
     statement to the stockholders, which has been mailed on May 14, 2004.

     Warrants Granted

     Dominix  granted  warrants  to  purchase  for two  years  from  the date of
     issuance a total of  57,500,000  shares of its common  stock at an exercise
     price of $.00875 of Dominix's Common Stock in connection with the placement
     of $575,000, 7% convertible debentures.


                                                                              16
<PAGE>


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

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


NOTE 10 - Stockholders' Deficiency, continued

     Changes in Capital Structure

     On December 16, 2003,  Dominix filed with the SEC an information  statement
     notifying  the  stockholders  of the Company  that  written  consents  from
     principal  stockholders,  who  collectively  own  in  excess  of 50% of the
     Company's  common  stock,  were  obtained  and  approved an  amendment  and
     restatement of its  Certificate of  Incorporation,  which:  (i) changes its
     name to "110 Media Group",  (ii) reverse splits the  outstanding  shares of
     its common stock one-for-two hundred; (iii) changes the number of shares of
     common  stock  the  Company  is  authorized  to issue to  50,000,000,  (iv)
     increases  the number of shares of  preferred  stock,  no par value,  it is
     authorized  to issue from  5,000,000  to  10,000,000,  and the  adoption of
     Dominix's  2003  Equity  Incentive  Plan.  These  actions  will not  become
     effective until 20 days after the mailing of the  information  statement to
     the stockholders, which has been mailed on May 14, 2004.

     On December 18, 2003,  Dominix filed with the SEC a registration  statement
     registering  100,000,000 shares of its common stock, $.001 par value, to be
     issued pursuant to the  corporation's  2003 Equity  Incentive Plan equal to
     500,000  shares of post  reverse  split  common  stock,  which shall not be
     issued until the  effectiveness of the reverse split of the common stock of
     the Company.

     2003 Equity Incentive Plan

     Dominix has a "2003 Equity  Incentive Plan" for key employees,  consultants
     and  stockholders  by  providing  them with  additional  incentives  and an
     opportunity  to  obtain  or  increase  their  proprietary  interest  in the
     Company,  thereby encouraging them to continue in the employ of the Company
     or any of its  affiliates.  The plan  designates the Board of Directors the
     authority to grant or award to eligible participants of the company and its
     subsidiaries and affiliates,  until November 17, 2013, stock options, stock
     appreciation  rights,  restricted stock  performance stock awards and bonus
     stock awards for up to  600,000,000  shares of Dominix's  common stock.  On
     November  17,  2003,  the Board of  Directors  awarded  100,000,000  shares
     (500,000  post reverse  stock split) of bonus stock for future  services to
     several  individuals  effective upon any reverse split of Dominix's  common
     stock.


                                                                              17
<PAGE>


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

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


NOTE 10 - Stockholders' Deficiency, continued

     Earnings Per Share

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

                                                        Pre-Split     Post-Split
                                                        ---------     ----------

    Convertible debentures and accrued interest         179,000,000     895,000
    Accounts payable and accrued interest                 2,000,000      10,000
    Convertible Series `A' preferred stock              687,999,800   3,439,999
    Convertible Series `B' preferred stock              781,140,000   3,905,700
    Equity grant recipients                             100,000,000     500,000
    Warrants  to  purchase  common  stock -  deferred
    financing                                             3,000,000      15,000
    Warrants to purchase common stock - debentures       57,500,000     287,500
                                                      -------------   ---------
              Total as of March 31, 2004              1,810,639,800   9,053,199
                                                      =============   =========

NOTE 11 - Commitments and Contingencies

     Other Contingencies

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

     Lease Obligations

     Dominix  abandoned  office  space  during 2001 under three  separate  lease
     agreements,  which  provide  for average  minimum  monthly  lease  payments
     remaining under the lease agreements ranging from  approximately  $3,000 to
     $22,000  per month  expiring  in various  years  through  2007.  Dominix is
     contingently  liable for  liquidating  damages  for the  failure to observe
     covenants  contained  in the leases  and any  deficiency  between  the rent
     commitments  and the net amount of any rents collected by the landlords for
     the demised  premises for each month of the period,  which would  otherwise
     have constituted the balance of the term of the leases,  including expenses
     incurred by the  landlords in connection  with  re-letting  the space.  The
     estimated  liquidating  damages  for the re-let  space as of March 31, 2004
     approximate the security  deposits  retained by the landlords in accordance
     with these lease agreements.


                                                                              18
<PAGE>


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

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


NOTE 11 - Commitments and Contingencies

     Lease Obligations, continued

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

                         For the Twelve Months
                           Ending March 31,         Amount
                        ---------------------------------------
                                 2005              $ 14,700
                                 2006                15,435
                                 2007                16,207
                                 2008                17,017
                                                   --------
                                 Total             $ 63,359
                                                   ========

     Employment Agreements

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

     Future minimum payments under the contracts are as follows:

                         For the Years Ending
                             December 31,           Amount
                        ---------------------------------------
                                 2004              $270,000
                                 2005               270,000
                                 2006               200,000
                                                   --------
                                 Total             $740,000
                                                   ========

     The Company  agreed to issue,  after its  pending 1 for 200  reverse  stock
     split 100,000 shares of its restricted  common stock to a key employee that
     will vest  according to the following  schedule:  40,000 shares vesting and
     deliverable  post the  effectiveness  of a reverse  split and 20,000 shares
     vesting upon the, twelve,  eighteen and twenty-four month  anniversaries of
     the effective date of his employment.


                                                                              19
<PAGE>


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

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


NOTE 11 - Commitments and Contingencies, continued

     Litigation

     An  attorney,  Robert  Fierman,  Esq.,  served a summons and is seeking the
     payment of legal fees in the amount of $22,230, plus interest.  Dominix and
     Mr.  Fierman  entered into an agreement  whereby in full  settlement of all
     claims of Mr.  Fierman  against  Dominix,  Dominix  agreed to issue  10,000
     shares of its common  stock to be  delivered  following  any reverse  stock
     split of the Company's outstanding common stock. These shares have not been
     issued as of March 31, 2004.

     In  addition,  at March 31, 2004  Dominix  has $30,000  accrued for several
     legal  judgments  outstanding.  It is reasonably  possible that Dominix may
     settle these claims for an amount different than what has been accrued.

NOTE 12 - Terminated Proposed Acquisitions

     MarketShare Recovery, Inc.

     In  September  2003 Dominix  entered into an amended  letter of intent (the
     "Amended  LOI")  relating  to the  proposed  acquisition  by the Company of
     certain assets of  MarketShare.  MarketShare is an on-line  advertising and
     marketing  company and is a publicly  reporting  company (OTC BB: MSRY). In
     March 2004,  Dominix entered into a termination  agreement with MarketShare
     Recovery  Inc.,  canceling  the proposed  acquisition  of  MarketShare  and
     simultaneously  entered into a database license  agreement between Jade and
     MarketShare, see Note 6.


                                                                              20
<PAGE>


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

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


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

OVERVIEW

On December  5, 2003,  the  Company  acquired  Jade  Entertainment  Group,  Inc.
("Jade")  by way of merger  through  the  Company's  newly  formed  wholly-owned
subsidiary,  Jade  Acquisition  Corp.,  by issuing 82,167 shares of its Series B
Convertible  Preferred  Stock and  85,000,000  shares of its common stock to the
stockholders of Jade. The transaction has been accounted for as a reverse merger
with Jade as the acquiror.

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

In December of 2003 Jade purchased  fifty  digitally  mastered tapes  containing
adult content.  Each tape contains  approximately two hours of raw footage which
Jade  intends to convert  into a DVD format.  In April 2004 Jade  completed  the
production of the first of fifty movies on DVD format. The DVD's will be sold to
distributors at the wholesale level as well as stores at the retail level.  Jade
expects to release between six to eight videos in 2004.

We expect an increase in revenue  during 2004 due to the  expected  sales of the
DVD's and from the new  websites  being  created  which  will give the viewer an
opportunity to view scenes of the videos for a fee.

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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


                                       21
<PAGE>


VIDEO LIBRARY

During 2003 we acquired fifty digitally mastered tapes containing adult content,
which we intend to convert into DVD format and other adult media  entertainment.
These costs will be amortized  proportionately  with revenue recognition related
to the distribution of the products and licensing revenues.  Management believes
that this method provides a reasonable matching of expenses with total estimated
revenues over the periods that revenues  associated  with films and programs are
expected  to be  realized.  Film  and  program  amortization  will  be  adjusted
periodically  to reflect  changes in the estimates of amounts of related  future
revenues.  Film and program costs are stated at the lower of unamortized cost or
estimated net realizable value as determined on a specific identification basis.
No films were released as of March 31, 2004.

REVENUE RECOGNITION

Revenue  recognized by Jade through March 31, 2004  represents  revenue from its
search engine. Jade receives a fee when its search engine is used to complete an
online  purchase.  The revenue is recognized upon completion of the transaction.
Revenue  to  be  generated   under  the  sale  of  its  DVD's  and  other  media
entertainment will be recognized upon shipment of the merchandise.

                                       22
<PAGE>


RESULTS OF OPERATIONS

The following table includes consolidated  statements of operations data for the
three months ended March 31, 2004 and 2003  expressed as dollar amounts and as a
percentage of revenues.

<TABLE>
<CAPTION>
                                                    Three Months                     Three Months
                                                   Ended March 31                   Ended March 31
                                           ------------------------------    -----------------------------
                                                2004             2003             2004            2003
                                           -------------    -------------    -------------   -------------
                                                                             (percentages)   (percentages)
<S>                                        <C>              <C>               <C>             <C>
Revenues
     Website Revenue                       $       1,891    $       1,531           100.00          100.00
                                           -------------    -------------    -------------   -------------
      Total Revenue                                1,891            1,531           100.00          100.00

Cost of Revenue
     Affiliate Costs                                 447              328            24.00           21.00
     Website Hosting                               3,699                0           196.00               0
                                           -------------    -------------    -------------   -------------
     Total cost of revenues                        4,146              328           219.00           21.00

Operating Expenses
     Selling, general and administrative         177,331            2,953         9,378.00          193.00
     Depreciation                                  4,545                0           240.00               0
     Stock Based Compensation                          0                0                0               0
                                           -------------    -------------    -------------   -------------
     Total operating expenses                    181,876            3,281         9,618.00          214.00
     Operating Loss                             (184,131)          (1,750)

Other Expense
     Interest                                    162,582                0         8,598.00               0
     Financing Costs                              20,755                0         1,097.00               0
                                           -------------    -------------    -------------   -------------
     Total other expense                         183,332                0         9,695.00               0
                                           -------------    -------------    -------------   -------------

Net Loss                                   $    (367,463)   $      (1,750)
                                           =============    =============
</TABLE>


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

Results of Operations - Inception (July 5, 2001) to March 31, 2004

Our  revenues  from  July 5, 2001 to March 31,  2004 were  $21,899.  100% of the
revenue earned was from our internet  search engine  AskJade.com as well as fees
from our affiliate/referral programs. Total costs and expenses from July 5, 2001
to March 31, 2004 were 499,491.  Expenses were considerably larger than revenues
from  inception  to  March  31,  2004  due to the fact  that  Dominix/Jade  is a
developmental  stage  company  and in the past 6 months the costs  necessary  in
making Dominix/Jade a profitable and viable company have dramatically  increased
due to hiring of office staff,  computer designers,  and executive officers.  In
addition  to hiring  full  time  employees,  computer,  office,  and  production
equipment  were  needed in order for our  business  to grow and help us meet our


                                       23
<PAGE>


customer  demands on a daily basis.  Interest and financing costs increased as a
result of the Company's private placement.

Results of Operations - Comparison of Three Months Ending March 31,
2004 and 2003

REVENUES

Our total  revenues were $1,891 for the quarter ended March 31, 2004 an increase
of $360 or 24% from the corresponding  period in 2003. All of our revenue during
the quarters  ended March 31, 2004 and 2003 were  derived  from our website.  We
believe  revenues  generated by Jade's  website will increase in 2004 due to the
increased  volume  of adult  content,  which a  subscriber  can pay for and view
scenes from Jade's upcoming video releases.

COST OF REVENUES

Our cost of  revenues  were  $4,146 for the quarter  ended  March 31,  2004,  an
increase of $3,818 or 1,264% from the corresponding period of 2003. The increase
in cost of revenues resulted primarily from increased website design and hosting
costs needed in the promoting and marketing of our websites.

DEPRECIATION AND AMORTIZATION

Depreciation and  amortization  were $4,545 for the quarter ended March 31, 2004
an  increase  of  $4,545  or 100% over the  corresponding  period  in 2003.  The
increase in  depreciation  and  amortization  is a result of computer  equipment
purchases which is being  depreciated  over 3 years as well as the amortizing of
Jades database license agreement with Marketshare Recovery,  Inc. which is being
amortized over 3 years.

SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative expenses were $177,331 for the quarter ended
March 31, 2004, an increase of $174,378 or 6000% over the  corresponding  period
in 2003. The increase in selling,  general and administrative  expenses resulted
primarily  from  increased  salaries for employees  hired in the fourth  quarter
2003, as well as for accounting and legal services rendered.

OTHER EXPENSES

Other  expenses were $183,332 for the quarter  ending March 31, 2004 an increase
of $183,332 or 100% over the  corresponding  period in 2003. The increase is due
to the amortizing of deferred debt discount and deferred financing costs.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2004, our cash and cash equivalents  totaled $109,028,  as compared
with $490 at March 31, 2003. This increase in cash was primarily due to the sale
of $575,000  7%  convertible  debentures.  The  Company  received  approximately
$500,000, net of expenses, in connection with the sale.

                                       24
<PAGE>


Net cash used in  operating  activities  was $202,237 for the three months ended
March 31, 2004 compared to $1750 for the three months ended March 31, 2003.  The
increase  in cash used  relates  to the hiring of  website  designers,  computer
graphic designers and additional  administrative staff required to implement the
Company's business plan.

Net cash used in  Investing  activities  was $3,762 for the three  months  ended
March 31, 2004  compared to net cash used in investing  activities of $0 for the
same period last year.  The increase in cash used for Investing  Activities  was
due to the purchase of  additional  computers  which were  necessary  due to the
hiring of computer  graphic  designers  as well as the  purchase  of  production
equipment  needed  create  websites  and assist in the  production  of our video
DVD's.

Net cash provided from financing  activities was $152 for the three months ended
March 31, 2004 as compared to net cash  provided in financing  activities  of $0
for the  three  months  ended  March  31,  2003.  The  $152  represents  the net
difference of receivable and payable transactions between affiliated companies.

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

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

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


                                       25
<PAGE>


FORWARD-LOOKING STATEMENTS; MARKET DATA

The discussion in this Quarterly Report on Form 10-QSB contains  forward-looking
statements  that involve risks and  uncertainties.  The statements  contained in
this Report that are not purely historical are forward-looking statements within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section  21E of the  Securities  Exchange  Act of 1934,  as  amended,  including
statements  regarding  our  expectations,   beliefs,  intentions  or  strategies
regarding the future. All  forward-looking  statements included in this document
are based on  information  available to us on the date hereof,  and we assume no
obligation to update any such  forward-looking  statements.  Our actual  results
could differ materially from those described in our forward-looking  statements.
Factors that could cause or contribute to such differences  include, but are not
limited to, our unproven business model and a limited operating history in a new
and rapidly evolving  industry;  our ability to implement our business plan; and
our ability to manage our growth,  retain and grow our customer  base and expand
our service offerings.

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

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

ITEM 3:     CONTROLS AND PROCEDURES

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

                                       26
<PAGE>


PART II - OTHER INFORMATION

ITEM 1:     LEGAL PROCEEDINGS

In July 2002 Robert  Fierman,  Esq.,  an  attorney  that worked on the Ray Vahab
matter on behalf of the Company,  served a Summons and Verified Complaint naming
it as one of the defendants, and seeking the payment of legal fees in the amount
of  $22,230.52,  plus  interest.  The Company failed to answer the Complaint and
defaulted.  Subsequently,  in September  2003,  the Company and Mr. Fierman have
reached an agreement to settle the matter.  In full  settlement of all claims of
Mr. Fierman against the Company,  the Company will issue 10,000 shares of common
stock (the "Settlement Shares"), such Settlement Shares to contain a restrictive
legend and to be issued following the 200-for-1 reverse stock split. Mr. Fierman
has  provided  a general  conditional  release  to the  Company,  its  officers,
directors and shareholders  with such general release  conditioned upon delivery
by the Company of the Settlement Shares to Mr. Fierman.

 In  addition,  in September  2003,  the Company  entered into three  settlement
agreements  with five  investors  who  invested an  aggregate of $112,000 in the
Company in exchange for  convertible  debentures  and who alleged that they were
entitled to repayment of such  investment  and/or  equity from the Company.  The
Company agreed to issue an aggregate of 189,000  restricted shares of its common
stock to such  investors  following the 200-for-1  reverse stock split and these
investors provided  conditional  general releases to the Company,  its officers,
directors and shareholders  with such releases  conditioned upon the delivery of
the 189,000 shares.

ITEM 2:     CHANGES IN SECURITIES

      (a) None

      (b) None

      (c) None

      (d) Not Applicable.

ITEM 3.:    DEFAULTS UPON SENIOR SECURITIES

      None.

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

      None.

ITEM 5.:    OTHER INFORMATION

      None.


                                       27
<PAGE>


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

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

            10.1  Distribution Agreement dated January 30, 2004 between Jade and
                  X2K Media Service

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

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

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

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

      (b)   Reports on Form 8-K

            1.    A Current report on Form 8-K, dated March 30, 2004 was filed
                  on April 1, 2004 to report the termination of an acquisition
                  agreement with MarketShare Recovery, Inc..


                                       28
<PAGE>


                                   SIGNATURES

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

Dated:   May ___, 2004              DOMINIX, INC.



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

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



                                       29