110 Media Group/Inc · 10KSB · For 12/31/00

Filed On 5/16/01 2:22pm ET   ·   SEC File 0-29462   ·   Accession Number 1010549-1-500101

Annual Report -- Small Business   ·   Form 10-KSB
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Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       38    170K 

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON D.C.

 FORM 10-KSB

    [X] Annual 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                                            

 Commission File No. 000-29462

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

Delaware                                       39-1765590     
---------------------------------        ---------------------------------------
   (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         

Check  if no  disclosure  of  delinquent  filers  in  response  to  Item  405 of
Regulation S-B is contained in this Form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  of  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form -KSB. [X]                                                

State  issuer's   revenues  for  its  most  recent   reporting   period  (Fiscal
year).........$0.00                                                             

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant at December 31, 2000 was  $3,107,368.69.  The bid price of the common
stock at that date was $2.0625.                                                 

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 DOMINIX, INC.

 Form 10-KSB - Index

 For the Fiscal Year Ended December 31, 2000

PART I                                                                      Page

Item 1.     Business                                                          3 
Item 2.     Properties                                                        4 
Item 3.     Legal Proceedings                                                 5 
Item 4.     Submission of Matter to a Vote of Security Holders                5 

PART II                                                                         

Item 5.     Market of Registrant's Securities and Related                       
               Stockholder Matters                                           6
Item 6.     Management's Discussion and Analysis of Financial                   
               Condition and Results of Operations                           7
Item 7.     Consolidated Financial Statements and Supplementary Data          8 
Item 8.     Changes in and Disagreements with Accountants on                    
               Accounting and Financial Disclosures                          8

PART III                                                                        

Item 9.     Directors and Executive Officers of the Registrant                9 
Item 10.    Executive Compensation                                           10 
Item 11.    Security Ownership of Certain Beneficial Owners and                 
               Management                                                   11
Item 12     Certain Relationships and Related Transactions                   12 

Part IV                                                                         

Item 13.    Exhibits, Consolidated Financial Statements, Schedules              
               and Reports on Form 8-K                                      13

Signatures                                                                   13 

         This Form  10-KSB  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.                             

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PART I

Item 1.           DESCRIPTION OF BUSINESS                                       

Dominix,  Inc. ("We", "Us" or the "Company") is a Delaware  corporation.  In May
and June 2000 we conducted an Exchange  Offer where we acquired  over 99% of the
stock of  Bookdigital.com,  Inc.,"(Our  Subsidiary")  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.  Prior to
the Exchange  Offer we had operated  several  businesses.  Until August 2000, We
were a Colorado  corporation and Our name was Medical Management  Systems,  Inc.
("MMGS").                                                                       

Background:                                                                     

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

In May and June 2000 MMGS  conducted the Exchange Offer for all of the shares of
Bookdigital.com. The Exchange Offer provided that each share of Bookdigital.com,
Inc. could be exchanged for .31133 of MMGS shares.Over 99% of  Bookdigital.com's
shares were  exchanged for MMGS in the Exchange  Offer and the former holders of
Bookdigital.com received approximately 93% of MMGS issued and outstanding stock.
In August  2000,  We  completed  our  reincorporation  merger  where We became a
Delaware  corporation  named  Dominix,  Inc.  The shares of  Medical  Management
Systems,  Inc. were  exchanged for the shares of Dominix,  Inc. on a one for one
basis.                                                                          

Present Business:                                                               

Our current business is operated through Our Subsidiary,  Bookdigital.com,  Inc.
Bookdigital.com Inc., is a Delaware corporation formed in March of 1999 and is a
development stage company engaged in certain areas of web commerce.  Bookdigital
is  comprised   of  three   sites/divisions,   WWW.BOOKDIGITAL.COM,   a  general
comprehensive  online  reference site,  WWW.BOOKDIGITALSCHOOLS.COM,  a site that
serves schools, and  WWW.LAWXPRESSUSA.COM,  an online legal subscription service
for attorneys, consultants and paralegals, which is in development.             

Our  WWW.BOOKDIGITALSCHOOLS.COM  web  site is  designed  to  serve  primary  and
secondary schools. WWW.BOOKDIGITALSCHOOLS.COM offers schools the "Total Internet
Education  Solution"  "TIES(TM)")  internet  package which includes a customized
school browser, real time and taped tutoring via the Internet, calendaring, chat
rooms, community news and activities, school events and other features.         

On  September  2000,  the  Company  entered  into an  agreement  with the  major
shareholder of Syndata, Inc., a developer of Encryption Software, to acquire his
interest in exchange for stock of Dominix, Inc.                                 

Competition:                                                                    

Each of Our web sites faces competition from several sources.  Certain reference
materials offered by our WWW.BOOKDIGITAL.COM web site are available elsewhere on
the Internet.  We also compete with libraries and non-electronic  forms of these
works.  We try to  compete  by  offering a large  selection  of  non-copyrighted
material efficiently organized at one web site. The field is highly competitive,
with numerous other providers,  and the prospects for a successful operation are
contingent upon creating market awareness and market share, of which the Company
can not be assured of creating.                                                 

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WWW.LAWXPRESSUSA.COM  is not yet  operational,  but will face  competition  from
other established  companies  offering legal research tools, such as Lexis-Nexis
and  Westlaw  and from new  companies,  such as Louis Law which also offer legal
research through the Internet.                                                  

WWW.BOOKDIGITALSCHOOLS.COM operates in a highly competitive market characterized
by many new entrants.  We are seeking to compete by combining our content with a
telecommunication solution for schools.                                         

Subsequent Events:                                                              

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

Under the terms of the Acquisition,  all of the outstanding  shares of ICON were
exchanged  for an  aggregate  1,464,000  shares  of the  Dominix  common  stock,
representing  approximately 18% of Registrant's outstanding common stock. All of
these shares are owned by Enrique J. Abreu the former  principal  of ICON.  As a
result of the transaction, ICON is now a wholly owned subsidiary of the Company.
Pursuant to the terms of the  transaction,  Dominix Chairman and CEO, Ray Vahab,
resigned and was replaced by Mr. Abreu.  Mr. Vahab also resigned his position as
a director of the Company and was replaced by Mr. Abreu.                        

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

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

Due to the current state of decline of the Internet industry, Dominix has halted
development    of    its    www.bookdigital.com,     www.bookdigitalschools.com,
www.lawxpress.com  web  sites.  The  company  has  instead  used  its  marketing
expertise   as  well  as   newly   acquired   telecommunication   infrastructure
capabilities  (through the  acquisition of ICON),  to focus on garnering  e-rate
contracts.  As such, on January 18, 2001,  Dominix has able to sign contracts in
excess of $2,300,000 for the telecommunication  infrastructure  build-out of ten
schools in Puerto Rico and one school in New York.                              

On February  14,  2001,  Dominix  rescinded  its  agreement  to acquire  Syndata
Technologies, Inc.                                                              

Item 2.           DESCRIPTION OF PROPERTY                                       

The  company's  executive  office  consists of  approximately  7,500 square feet
located  at 142 West 36th  Street - 2nd Floor,  New York,  New York and we lease
this these  premises  under a 5 year lease  expiring  August  2005.  The monthly
rental is presently  $18,150 and will  increase at 4% per year.  We will also be
responsible for our proportionate share of the increase in real estate taxes.   

The Company also leases  approximately 3,000 square feet at 647 Franklin Avenue,
Garden  City,  New York,  which is used for sales and  marketing.  This space is
leased  through  February  2003 with a base rent of $2,750 per month  which will
increase approximately 5% per year.                                             

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The Company also leases approximately 1,850 square feet of space at 65 Broadway,
New York, New York, which is used for programming.  This space is leased through
December 2007 with a current base rent of $2,992.50  per month.  We will also be
responsible for our proportionate share of the increase in real estate taxes.   

Subsequent Events:                                                              

As of the year 2001, the company has terminated its lease and vacated its former
offices as well as its main  location  at 142 West 36th  Street in New York City
and  consolidated  its operations with its subsidiary,  which is located at 2777
Summer St. Stamford CT 06903. The company through it's International Controllers
(ICON)  subsidiary  has a five (5) year lease on the current  office space which
started on October 1998. The office consists of approximately  4,100 square feet
and the current monthly costs which include rental, utilities and property taxes
amount to approximately $9,100 dollars.                                         

ICON's headquarters  accommodate  corporate staff,  engineering lab, and network
operations  center (NOC). The Company has switching  facilities and call centers
located  in  Stamford,   Connecticut,   New  York  City,  Los  Angeles,   Manila
(Philippines), Moscow and St. Petersburg (Russia), and Caracas (Venezuela).     

Item 3.           LEGAL PROCEEDINGS                                             

Bookdigital.com,   a  subsidiary  of  Dominix,   is  presently  involved  in  an
arbitration  proceeding with a former employee (Mr.  Colucci)  alleging improper
termination  and demanding pay for the remainder of contract.  A decision in the
arbitration case is expected in May 2001.                                       

Subsequent Events:                                                              

There is a possible  legal action with respect to the former  Chairman,  CEO and
consultant, Ray Vahab. There is also a possible legal action with respect to the
former  Director and President of the company  Zhara Yamani.  Both Mr. Vahab and
Ms. Yamani were  terminated  for cause.  The company is currently  investigating
possibility  of  litigation   for  improper   activities  as  well  as  improper
distribution of stock.                                                          

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

There  were no matters  submitted  to a vote of  shareholders  during the fourth
quarter of 2000.                                                                

Subsequent Events:                                                              

In the  first  quarter  of  2001,  the  shareholders  were  asked to vote on the
amendment to the certificate of incorporation and forward split, as set forth in
the Schedule 14C  Information  Schedule,  dated April 19, 2001,  incorporated by
reference herein                                                                

In March 2001,  the  Corporation's  Board of  Directors  and major  shareholders
decided to amend the  Certificate of  Incorporation  and increase the authorized
number of shares of the  Corporation  to  200,000,000  million common shares and
5,000,000  preferred  shares.  At the  same  time  the  Corporation's  Board  of
Directors,  and various  major  shareholders  discussed  and agreed to declare a
forward  split of the shares of common stock of ten (10) shares for each one (1)
share owned.                                                                    

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 PART II

Item 5.           MARKET FOR  REGISTRANT'S  SECURITIES  AND RELATED  STOCKHOLDER
MATTERS                                     

Our common stock is traded  over-the-counter  on the Bulletin  Board operated by
the National  Association  of Securities  Dealers,  Inc.  under the symbol DMNX.
Until early  August,  2000,  Our common stock traded under the symbol MMGS.  The
table  shows the high and low bid of Our common  stock  since  November 3, 1998,
when MMGS' common stock began trading.                                          

QUARTER ENDED                       BID                       
-------------                       ---                       
             HIGH            LOW
             ----            ---
1998                                                          
----                                                          
12/31              0.00           0.00      

1999                                                          
----                                                          
3/31              1.00           0.00*    
6/30              1.00           0.00*    
9/30              1.00           0.00*    
12/31              1.00           0.00*     

2000                                                          
----                                                          
3/31              5.00           0.00*    
6/30             11.00           5.00     
9/30              7.75           5.00     
12/31              6.5            2.0625    

*MMGS stock was not trading on a regular  basis before the  exchange  offer with
Bookdigital.com. There were days that the volume would be zero.                 

On December 31, 2000, the closing bid price for Our common stock was $2.0625 and
there were  4,405,718  shares issued and  outstanding.  For the years,  1999 and
2000, Our common stock has traded sporadically.                                 

As of April 15, 2001, the Company has approximately 200 holders of record of its
Common  Stock.  The Company has not paid any  dividends  since its inception and
does not anticipate  paying any dividends on its Common Stock in the foreseeable
future.  The  Company  declared a ten (10) for one (1)  forward  split which was
effective as of April 30, 2001.                                                 

Recent Sales of Unregistered Securities:                                        

In April, 2000 the Company issued 200,000 options with an exercise price of $.50
to two of its former officers and directors. These transactions were exempt from
the registration provisions of the Securities Act of 1933, as amended, by reason
of section 4(2) thereof as a  transaction  by an issuer no involving  any public
offering.                                                                       

In July,  2000,  the Company  issued an aggregate of 3,694,649  shares of Common
Stock to the holders of common  stock of  Bookdigital.com,  Inc.  pursuant to an
exchange offer.  The exchange offer was conducted in accordance with Rule 506 of
Regulation  D under  the  Exchange  Act and was  Exempt  from  the  registration
provisions of the Securities Act of 1933, as amended,  by reason of section 4(2)
thereof as a  transaction  by an issuer no  involving  any public  offering.  In
addition,  the holders of the  Bookdigital.com  Class B warrants  were given the
right to exchange  their  warrants for Dominix  warrants at an exchange ratio of
.3113 for an aggregate total of 3,394,649 warrants of Dominix.                

During 2000,  the Company has issued an  aggregate of 717,948  shares to various
consultants  and vendors for services and products.  These shares were valued at
from  $5.50 to $5.88.  These  transactions  were  exempt  from the  registration
provisions of the  Securities  Act of 1933,  as amended,  by reason of section 4
thereof as a transaction by an issuer not involving any public offering.        

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During  January  2001,  the Company  issued a total of 1,945,000  shares for the
acquisition  of ICON which  includes  shares to the major owner of ICON (Enrique
Abreu),  partial  payment to ICON debtors,  commissions  and finders  fees.  The
Company also reserved  255,786  shares to buy-out the ICON employee stock option
plan. In addition,  Enrique Abreu was given 100,000  options at $6.00 as part of
his employment agreement with the Company.                                      

On February 6, 2001,  the Company  registered  on Form S-8,  192,000  shares for
various  consulting,  marketing,  legal services as well as partial  payments to
employees of  Bookdigital.com.  On February 21, 2001 the Company  registered  on
Form S-8, an additional 445,000 shares for various consulting,  marketing, legal
services.  On March 12, 2001,  382,000 Restricted Shares were issued for various
consulting contracts.                                                           

Item 6.           MANAGEMENT'S DISCUSSION AND ANAYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION                        

Forward-Looking Statements; Market Data                                         

The discussion in this report on Form 10-KSB 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" below. 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 Annual Report  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 assurances that any of our estimates as
to our business growth will be achieved.                                        

Results of Operation:                                                           

Bookdigital.com,  Inc.  ("Our  Subsidiary"  or  "Bookdigital")  is Our 99% owned
subsidiary and conducts all of our operations.  Bookdigital.com is a development
stage company,  and as such, has not generated any significant  revenues for the
year 2000. Since  incorporating,  the Company has devoted its efforts to various
organizational activities, including efforts to build its various web sites.    

During  our  year  ended  December  31,  2000  we had  an  operating  loss  on a
consolidated  basis of  $8,893,895.  The  accumulated  operating  loss since the
inception of Bookdigital.com (1999) was $13,160,532.  A signification portion of
the operating loss can be attributed to stock-based compensation. Sales, General
and Administration (SG&A, which includes payroll) was $1,335,034 in 2000 and the
accumulated SG&A from 1999 was $2,470,854. Cash pay outs for Consulting fees for
2000 was $461,626 and the accumulated amount since 1999 was $577,038.           

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In order for us to pay our operating expenses during 2000, the Company raised in
various private placement  activities a total proceeds of $2,128,250 in 2000. In
addition the Company  also raised a gross  proceeds of  $1,.074,157  for private
placement  activities  in 1999  which  brings  the  accumulated  sum  raised  to
$3,202,407 since 1999. The company also had loans totaling  $344,771 made in the
last quarter of 2000.                                                           

Liquidity and Capital Resources.                                                

At December 31, 2000 we had total current  assets of $18,162 and total assets of
$263,073.  Our total current  liabilities  were $575,742 at December 31, 2000, a
large  portion of which are short term notes  payable of $344,771.  The accounts
payable at December 21, 2000 was  $230,971.  Our cash flow used by our operating
activities  were  $2,079,688  during  2000  which is used  primarily  for Sales,
General and Administration as well as Consulting fees.                          

In order to assist us in paying our operating  expenses during 2000 and 1999, we
utilized cash flows provided by financing activities as follows: $2,128,250 from
private  placement  activities in 2000 and  $1,074,157 in 1999. In addition,  we
received  financing  proceeds from loans of $344,771 in 2000. While we were able
to raise  $3,202,407 from private  placement  activities in 2000 and 1999, there
can be no  assurance  that  we will be able to  continue  to  raise  funds  from
third-party financing at terms satisfactory to us.                              

While the Company has no  significant  revenue to date,  it is  depending on its
ability to generate  revenue from the selling of its  e-education  solution ties
program to  schools  and use its  telecommunication  and  integration  skills to
acquire universal service  fund/e-rate  systems plan contracts which are federal
government  programs  to  subsidize  the  networking,   telecommunications,  and
infrastructure build-out of schools, or enter into any or a sufficient number of
joint ventures.                                                                 

While no  assurance  can be given,  management  believes  the  Company can raise
adequate capital to keep the Company  functioning  during 2001. No assurance can
be given that the Company can continue to obtain any 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.  If the Company is unable to raise  additional  funds, it may be
forced to change or delay its contemplated marketing and business plan          

Item 7.           CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA       

Reports are contained starting Page F-1                                         

Item 8.           CHANGES  IN  AND  DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURES                   

On January  31,  2001,  the  Company  filed a Form 8-K,  indicating  a change in
accountants  was  effectuated.  This was the result of the  acquisition of ICON.
There are no  disagreements  that are known with the previous  accountants.  The
appropriate Form 8-K was filed with the following text:                         

         (a) On January 24, 2001,  Registrant  dismissed  Simon  Krowitz Bolin &
Associates,  P.A.  ("SKBAPA") as its  independent  accountants.  This action was
approved by Registrant's Board of Directors.  During its tenure,  SKBAPA did not
issue a report on Registrant's  financial  statements  that either  contained an
adverse  opinion or a disclaimer of opinion,  or was qualified or modified as to
uncertainty, audit scope or accounting principles.                              

         During  the  period  of its  engagement,  there  were no  disagreements
between  Registrant  and  SKBAPA  on any  matter  of  accounting  principles  or
practices,  financial statement disclosure, or audit scope and procedure,  which
disagreement,  if not resolved to the satisfaction of SKBAPA,  would have caused
it to make  reference to the subject  matter of the  disagreement  in connection
with its opinion.                                                               

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         The  disclosure  contained  herein has been submitted to SKBAPA for its
review and for it to have an opportunity to comment on the disclosure.          

         (b) On January 24, 2001  Registrant  engaged Grassi & Co.,  CPAs,  P.C.
("Grassi") as its independent accountant for the fiscal year ending December 31,
2000. Prior to the engagement,  Registrant did not consult with Grassi regarding
the application of accounting principles to a specified transaction, or the type
of audit opinion that may be rendered with respect to the Registrant's financial
statements.                                                                     

PART III

Item 9.           DIRECTORS AND EXECUTIVE OFFICERS                              

As of  December  2000,  the  following  sets  forth the  names of the  Company's
directors and officers.                                                         

NAME                       AGE      POSITION                                    
----                       ---      --------                                    

Ray Vahab                  52       Chairman, CEO and a Director                
Zahra Yamani               29       Director, President and Secretary           

RAY VAHAB has been an officer and  director of  Director  of  Bookdigital  since
December 1999 and an officer and director of the Company  since April 2000.  Mr.
Vahab's  experience  is in the areas of business and finance for the past twenty
years.  Mr.  Vahab  was also  the  Senior  Managing  Director  of First  Madison
Securities,  Inc.,  a NASD member firm from 1995 to February  2000.  He has been
involved in advising and assisting private and public companies in their growth,
financing,  capital  structuring  and mergers and  acquisitions.  Mr. Vahab is a
graduate of Isfahan University and holds a Doctorate degree in Pharmacy.        

ZAHRA  YAMANI  has been an  officer  and a  director  of  Bookdigital  since its
inception  and an officer and a director of the  Company  since April 2000.  Ms.
Yamani has  experience in research and  development  in the areas of physics and
computation  technology.  She is currently  completing  her Ph.D. in research on
high temperature super  conductivity from the University of Toronto.  Ms. Yamani
has been a research  assistant in the physics  department  of the  University of
Toronto since 1998. From 1992 to 1998 Ms. Yamani was a teaching assistant in the
physics department of Sharif University of Technology in Iran.                  

Subsequent Events:                                                              

On January 10, 2001, and pursuant to an acquisition  agreement of ICON,  Dominix
Chairman and CEO, Ray Vahab,  resigned and was replaced by Mr. Abreu.  Mr. Vahab
also  resigned his position as a director of the Company and was replaced by Mr.
Abreu. Mr Vahab remained as consultant to the Company.                          

Due  diligence by the current  management as well results of the formal audit of
the Corporation  revealed improper business practices and improper  distribution
of stock. As a result,  on April 2001,  Enrique Abreu,  the Company's  Chairman,
terminated  Zhara Yamini as a Director and Officer of the  Corporation for cause
as well as terminated  Ray Vahab's  consulting  contract for cause.  As the sole
remaining  member of the Board of Directors,  he appointed to the Board, Mr. Ric
Cmiel and Maya Likar.                                                           

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Currently the Board of Directors is comprised of the followiing:                

        Name                      Age               Position
        -------------             ---               --------
             Enrique Abreu             42                CEO, Chairman
        Ric Cmiel                 43                Director
        Maya Likar                52                Director

Enrique J. Abreu: Chairman and Chief Executive Officer                          
         Abreu has over 15 years of advanced  hardware and software  development
design  experience.  Mr. Abreu oversees the  development of the circuit  design,
software design, and systems integration of ICON intelligent switches.  Prior to
founding ICON, Abreu was a key member in the development of the IPC Tradenet MX,
the premier trading turret switch used on Wall Street's trading floors today. At
ITT's Advanced  Research Center,  Abreu became a Lead Principal  Engineer in the
Parallel   Processing   Project  that  produced  the  single  largest   parallel
microprocessor  developed by ITT. He holds patents in several  circuit  designs.
Education includes MSEE, University of Pennsylvania. BS (Magna Cum Laude) ME and
EE, University of the Philippines.                                              

Richard  Cmiel:   Director and Consultant                                       
         Cmiel manages the  development and  positioning of  eClubsworldwide  on
behalf of ICON/Dominix.  Cmiel originates and negotiates strategic partnerships,
marketing alliances,  and business development  opportunities.  He has extensive
experience  in ethnic  marketing  and  international  business  as well as sales
management, inbound and outbound telemarketing, and consumer marketing programs.
He is also responsible for corporate images and communications. Prior to joining
ICON/Dominix,  Cmiel has held executive  management  positions at Destia, a $600
million  international  communications  company,  and  at  the  Comtel  Computer
Corporation.  Education includes BA  Communications,  University of Hartford and
Project Management at Hartford Graduate Center. Member MIT Technology Club, Yale
University, and Connecticut Technology Council.                                 

Maya Likar: Director                                                            
         Ms.  Likar is  presently  the tax counsel at Banco de Roma and has been
working for the Bank since 1993. Prior to her present position, Ms. Likar worked
as the Vice President for Tax matters for National  Australia Bank and with Peat
Marwick KMPG. Ms. Likar is a member of the American Bar  Association.  She has a
JD from Boston College,  Master in Accounting from Northeastern University and a
BA from Tufts University.                                                       

Item 10.          EXECUTIVE COMPENSATION                                        

The following table sets forth the cash  compensation paid to the executives and
officers of the Company as of December 31, 2000.                                

                     2000             1999              1998
                     ----             ----              ----
Don Rose                       39,919           49,616            0             
Ray Vahab                      95,000           0                 0             
John C. Lee                    75,000           0                 0             
Philip J. Davis                75,000           0                 0             
Charles Van Gundy              50,000           0                 0             
Zahra S. Yamani                11,375           43,750            0             

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Notes:                                                                          

(a)  John Lee,  Philip Davis,  and Charles Van Gundy were executives of MMGS and
are no longer executives of the Company                               
(b)  The Company entered into a five year  employment  agreement with Ray Vahab,
     dated as of  September  1,2000,  which  provides  compensation  of $195,000
during the first year. On January 10, 2001, Mr. Vahab resigned as CEO.

Item 11.          SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT           

At April 15, 2001, prior to the forward 10 for 1 split of the shares, there were
7,208,701 shares issued and outstanding.  The following table sets forth certain
information concerning the beneficial ownership of the Common Stock, (i) by each
stockholder  who is known by the Company to own  beneficially in excess of 5% of
the  outstanding  Common Stock;  (ii) by each director;  (iii) by each executive
officer;  and (iv) by all executive officers and directors as a group. Except as
otherwise  indicated,  all persons  listed  below have (i) sole voting power and
investment  power with  respect to their shares of Common  Stock,  except to the
extent that authority is shared by spouses under applicable law, and (ii) record
and beneficial ownership with respect to their shares of Common Stock.          

Name of Beneficial      Amount and Nature                    Percent of Class   
Owner                   of Beneficial Ownership Common(1)    Common             
-----------------       --------------------------------     ----------------   
Enrique J. Abreu                    1,464,000                       20.3%       
Ray Vahab                             160,656 (2)                    2.2%       
Zahra S. Yamini                     1,773,336 (3)                   24.6%       
Homework 911.com, Inc.                965,123                       13.4%       
Ric Cmiel                             100,000                        1.4%       
Maya Likar                              2,000                        0.0%       

All officers and directors                                                      
as a group                          4,465,115 (2)(3)                61.9%       

(1)      Beneficial  ownership of the Common Stock has been  determined for this
         purpose in accordance with Rule 13d-3 under the Securities Exchange Act
         of 1934, as amended ("Exchange Act"), under which a person is deemed to
         be the beneficial owner of securities if he or she has or shares voting
         power or  investment  power with respect to such  securities or has the
right to acquire beneficial ownership within 60 days.         
(2)      These shares are owned by the Ray Vahab  Trust.  Ray Vahab was a former
         CEO and Chairman of the Company.  Ray Vahab also has 1,922,660  options
         with an  exercise  price of $.0001 per  share.  Current  Management  is
disputing the validity and vesting of these options.          
(3)      Zahra S.  Yamani,  is the sole  officer and  director of  Knightsbridge
         Capital, Inc., as well as its controlling shareholder. 1,262,754 of Ms.
         Yamani's shares are held by Knightsbridge.  Current  management is also
         investigating   the  validity  of  shares  issued  to  Ms.  Yamani  and
Knightsbridge Capital.                                        

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Item 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                

In April,  2000, in connection with their  resignation as officers and directors
of MMGS,  each of  Phillip  J.  Davis and John C. Lee were  granted  options  to
purchase 100,000 shares of Our Common Stock at $.50.                            

On October 1, 2000,  Ray Vahab lent  $70,000  for working  capital.  The loan is
evidenced by a Note bearing interest at 8% per annum and is convertible into our
Common  Stock at Mr.  Vahab's  option  at 70% of the then  market  price for Our
Common Stock. In addition,  between November and December 2000, Jonathan Daniels
Inc (A company  controlled by Ray Vahab),  lent an aggregate  amount of $163,000
for additional working capital.                                                 

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.                                                         

 Part IV

Item 13.          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.                                                        
(2)      Filed as exhibits to Form 8-K, April 14, 2000                          
(3)      Filed as exhibit to Schedule 14C                                       

(b)     Reports on Form 8-K                                                     

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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: May 14, 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: May 14, 2001     By: /s/ Enrique Abreu                  
                    ----------------------------
            Enrique Abreu,   CEO

Date: May 14, 2001     By: /s/ Enrique Abreu                  
                    ----------------------------
               Enrique Abreu, Chairman

Date: May 14, 2001     By: /s/ Ric Cmiel                      
                    ----------------------------
           Ric Cmiel, Director

Date: May 14, 2001     By: /s/ Maya Likar                     
                    ----------------------------
            Maya Likar, Director

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

FINANCIAL REPORT

 FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 2000

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

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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

INDEPENDENT AUDITORS' REPORT                                          F-1 - F-3 

CONSOLIDATED BALANCE SHEET                                               F-4    
At December 31, 2000                                                        

CONSOLIDATED STATEMENTS OF OPERATIONS                                    F-5    
For the Years Ended December 31, 1999 and 2000                              
For the Period from Inception of Development Stage (January 1,              
1999) to December 31, 2000                                              

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY                   F-6 - F-8 
For the Period from Inception of Development Stage (January 1,              
1999) to December 31, 2000                                              

CONSOLIDATED STATEMENTS OF CASH FLOWS                                    F-9    
For the Years Ended December 31, 1999 and 2000                              
For the Period from Inception of Development Stage (January 1,              
1999) to December 31, 2000                                              

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           F-10 - F-23

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Board of Directors and Stockholders                                             
Dominix, Inc.                                                                   

INDEPENDENT AUDITORS' REPORT    
----------------------------    

We have audited the accompanying consolidated balance sheet of Dominix, Inc. and
Subsidiary,  (a development stage company) (formerly Medical Management Systems,
Inc.) (the  "Company")  as of December  31,  2000 and the  related  consolidated
statements of operations,  stockholders' deficiency, and cash flows for the year
then ended.  These financial  statements are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.                                                  

We conducted our audit in accordance with generally  accepted auditing standards
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.                                               

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of Dominix,  Inc. (a
development  stage  company)  at  December  31,  2000  and  the  results  of its
operations,  changes in stockholders' deficiency and its cash flows for the year
ended  December 31, 2000,  in  conformity  with  generally  accepted  accounting
principles in the United States of America.                                     

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  The Company  incurred  losses from
operations  since  inception  and, as of December 31, 2000,  had an  accumulated
deficiency of $312,669 and a deficit accumulated during the development stage of
$13,160,532.  In addition,  the Company is in default on its notes  payable.  As
discussed  further in Note 1 to the  consolidated  financial  statements,  these
factors raise  substantial  doubt about the  Company's  ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in Note 1. The consolidated  financial statements do not include any adjustments
that might result from the outcome of this uncertainty.                         

As more  fully  described  in Note 9, the  Company  is a  defendant  in  various
lawsuits  alleging  breach of contract and other matters.  It is not possible to
predict at this time whether the ultimate  awards or settlement  will exceed the
amount currently provided for by the Company.                                   

                              GRASSI & CO., CPAs, P.C.

New York, New York                                                              
April 27, 2001                                                                  

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Independent Auditors' Report
----------------------------

To the Board of Directors of                                                    
Bookdigital.com, Inc.                                                           
New York, New York                                                              

We have audited the statements,  not separately presented, of income, changes in
stockholders'  equity and cash flows of  Bookdigital.com,  Inc.  (a  development
stage  company) for the period from March 25, 1999  (inception)  to December 31,
1999.  These  financial  statements  are  the  responsibility  of the  company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.                                                  

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we place and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.          

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the results of its operations and its cash flows for the
initial  period then ended in  conformity  with  generally  accepted  accounting
principles.                                                                     

SIMON KROWITZ BOLIN & ASSOCIATES, P.A.                                          

April 7, 2000                                                                   

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INDEPENDENT AUDITOR'S REPORT
----------------------------

Board of Directors                                                              
Medical Management Systems, Inc.                                                
Littleton, Colorado                                                             

We have  audited the  consolidated  statements  (not  separately  presented)  of
operations,   changes  in  stockholders'  deficit  and  cash  flows  of  Medical
Management  Systems,  Inc. and  Subsidiary for the year ended December 31, 1999.
These financial  statements are the responsibility of management of the Company.
Our responsibility is to express an opinion on these financial  statements based
on our audit.                                                                   

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we place and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.          

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the results of its operations and its cash flows for the
year ended December 31, 1999 in conformity  with generally  accepted  accounting
principles.                                                                     

The  consolidated  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the Company has no revenues,  which  raises  substantial
doubt about its ability to continue as a going  concern.  Management's  plans in
regard to this matter are also described in Note 1. The financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.                                                                    

Hein & Associates LLP                                                           

Dallas, Texas                                                                   
March 1, 2000                                                                   

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

CONSOLIDATED BALANCE SHEET

 DECEMBER 31, 2000

ASSETS
------

Current Assets:                                                                 
Cash                                                         $      2,821   
Prepaid expenses and other current assets                          15,341   
                                                          ------------
   Total Current Assets                                         18,162

Property and equipment, net of accumulated depreciation             119,175     

Security deposit                                                    125,736     
                                                          ------------
   Total Assets                                           $    263,073
                                                          ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
----------------------------------------

Current Liabilities:                                                            
Convertible notes payable - stockholders                     $    333,249   
Note payable - other                                               11,522   
Accounts payable and accrued liabilities                          230,971   
                                                          ------------
 Total Liabilities                                             575,742
                                                          ------------
Commitments and Other Matters (Notes 1, 6, 8, 9 and 10)                         

Stockholders' Deficiency:                                                       
Preferred stock - $0.001 par value; 5,000,000 shares                        
authorized; -0- shares issued and outstanding                      --   
Common stock - $0.001 par value; 20,000,000 shares                          
authorized; 4,405,718 shares issued and outstanding               4,406 
Receivable from Stockholder                                      (122,600)  
Additional paid-in capital                                     14,243,717   
Accumulated deficit                                            (1,277,660)  
Deficit accumulated during the development stage              (13,160,532)  
                                                          ------------
  Total Stockholders' Deficiency                               (312,669)
                                                          ------------
 Total Liabilities and Stockholders' Deficiency           $    263,073
                                                          ============

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.                                                                     

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

                      CONSOLIDATED STATEMENTS OF OPERATIONS                                                  

                                                                                          For the Period from
                                          For the Years Ended           Inception of                         
                                              December 31,            Development Stage                      
                                     ----------------------------     (January 1, 1999)                      
                                          1999            2000      to December 31, 2000                     
                                     ------------    ------------   --------------------                     
                                                                                                             
Revenues                             $       --      $       --         $       --                           
                                     ------------    ------------       ------------                         
Costs and Expenses:                                                                                          
  Research and development                123,196            --              123,196                         
  Stock-based compensation              2,931,604       6,891,737          9,823,341                         
  Consulting fees                         115,412         461,626            577,038                         
  Other general and administrative                                                                           
    expenses                            1,135,820       1,335,034          2,470,854                         
  Depreciation and amortization                                                                              
    expense                                 4,245          36,260             40,505                         
  Interest                                  1,313           5,277              6,590                         
  Financing charges                          --           142,845            142,845                         
                                     ------------    ------------       ------------                         
    Total Costs and Expenses            4,311,590       8,872,779         13,184,369                         
                                     ------------    ------------       ------------                         
Other (Income) Expenses:                                                                                     
  Interest income                          (2,972)         (1,223)            (4,195)                        
  Miscellaneous income                     (5,000)           (969)            (5,969)                        
  Gain on sale of marketable                                                                                 
    securities                            (36,981)           --              (36,981)                        
  Loss on disposal of equipment              --            23,308             23,308                         
                                     ------------    ------------       ------------                         
                                          (44,953)         21,116            (23,837)                        
                                     ------------    ------------       ------------                         
     Net Loss                        $ (4,266,637)   $ (8,893,895)      $(13,160,532)                        
                                     ============    ============       ============                         

Basic and Diluted Loss Per Share     $      (1.32)   $      (2.29)                                           
                                     ============    ============                                            

Weighted average shares used in                                                                              
  basic and diluted loss per share      3,245,000       3,876,000                                            
                                     ============    ============                                            


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.                                                                     

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

               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY                           

      FOR THE PERIOD FROM INCEPTION OF DEVELOPMENT STAGE (JANUARY 1, 1999)                   
                            THROUGH DECEMBER 31, 2000                                        

                                                          Common Stock            Additional 
                                                   --------------------------      Paid-in   
                                                      Shares         Amount        Capital   
                                                   -----------    -----------    ----------- 
                                                                                             
                                                        (1)                                  
Period Ended December 31, 1999:                                                              
------------------------------                                                               

Balance - December 31, 1998                            250,002    $       250    $ 1,274,214 

Stock issued for cash                                  109,080            109      1,074,048 
Stock issued for consulting services                    44,205             44         40,098 
Stock issued for consulting services                   152,537            152        138,366 
Value assigned to 195,000 warrants issued in                                                 
  connection with consulting services                     --             --          213,204 
Stock issued for consulting services                 2,915,636          2,916      2,536,825 
Stock issued for consideration of cash                                                       
  advances by related parties                           13,254             13         13,240 
Net loss                                                  --             --             --   
                                                   -----------    -----------    ----------- 
Balance - December 31, 1999                          3,484,714    $     3,484    $ 5,289,995 
                                                   ===========    ===========    =========== 

                                                                    Deficit                  
                                                                  Accumulated                
                                                                   During the       Total    
                                                   Accumulated    Development   Stockholders'
                                                     Deficit         Stage        Deficiency 
                                                   -----------    -----------    ----------- 
Period Ended December 31, 1999:                                                              
-------------------------------                                                              

Balance - December 31, 1998                        $(1,277,660)   $      --      $    (3,196)

Stock issued for cash                                     --             --        1,074,157 
Stock issued for consulting services                      --             --           40,142 
Stock issued for consulting services                      --             --          138,518 
Value assigned to 195,000 warrants issued in                                                 
  connection with consulting services                     --             --          213,204 
Stock issued for consulting services                      --             --        2,539,741 
Stock issued for consideration of cash                                                       
  advances by related parties                             --             --           13,253 
Net loss                                                  --       (4,266,637)    (4,266,637)
                                                   -----------    -----------    ----------- 
Balance - December 31, 1999                        $(1,277,660)   $(4,266,637)   $  (250,818)
                                                   ===========    ===========    =========== 


(1)  Share  amounts  have been  restated  to reflect the  Bookdigital.com,  Inc.
     2-for-1 stock split on December 31, 1999 and the June 2000  exchange  offer
     accounted for under the pooling-of-interest  method. Under the terms of the
     exchange offer, .3113 shares of Dominix,  Inc. (formerly Medical Management
Systems, Inc.) were exchanged for each share of Bookdigital.com, Inc. 

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.                                                                     

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

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY                                             

     FOR THE PERIOD FROM INCEPTION OF DEVELOPMENT STAGE (JANUARY 1, 1999)                                       
                            THROUGH DECEMBER 31, 2000                                                           

                                                                   Common Stock        Additional               
                                                 Date of      ----------------------    Paid-in     Accumulated 
                                               Transaction      Shares       Amount     Capital       Deficit   
                                               -----------    ----------   ---------  -----------  ------------ 
                                                                                                                
                                                                  (1)                                           
Year Ended December 31, 2000:                                                                                   
----------------------------                                                                                    

Balance - December 31, 1999                                    3,484,714   $   3,484  $ 5,289,995  $ (1,277,660)

Stock issued under private placement            01/00-05/00       81,556          82    1,684,010             - 
Stock issued for consulting services               04/00         155,650         156    2,799,844             - 
Stock issued for consulting services               04/00          21,791          22      391,978             - 
Stock issued for consulting services               06/00          44,983          45      809,155             - 
Compensatory element related to exchange                                                                        
 offer                                             06/00         165,508         166      923,862             - 
Stock issued for cash                           08/00-11/00      119,500         119      430,131             - 
Stock issued for consulting services               06/00          28,765          29      291,801             - 
Stock issued for consulting services               10/00         301,251         301    1,674,378             - 
Stock issued for cash                              10/00           2,000           2       13,998             - 
Receivable from stockholder                                            -           -            -             - 
Offering expenses                                                      -           -    (208,280)             - 
Value assigned to beneficial conversion                                                                         
 feature of debt                                                       -           -      142,845             - 
Net loss                                                               -           -            -             - 
                                                              ----------   ---------  -----------  ------------ 
Balance - December 31, 2000                                    4,405,718   $   4,406  $14,243,717  $ (1,277,660)
                                                              ==========   =========  ===========  ============ 


(1)  Share  amounts  have been  restated  to reflect the  Bookdigital.com,  Inc.
     2-for-1 stock split on December 31, 1999 and the June 2000  exchange  offer
     accounted for under the pooling-of-interest  method. Under the terms of the
     exchange offer, .3113 shares of Dominix,  Inc. (formerly Medical Management
Systems, Inc.) were exchanged for each share of Bookdigital.com, Inc. 

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.                                                                     

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

               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY                      

      FOR THE PERIOD FROM INCEPTION OF DEVELOPMENT STAGE (JANUARY 1, 1999)              
                            THROUGH DECEMBER 31, 2000                                   

                                                              Deficit                   
                                                            Accumulated       Total     
                                            Receivable      During the     Stockholders'
                                               from         Development       Equity    
                                            Stockholder        Stage       (Deficiency) 
                                           ------------    ------------    ------------ 
                                                                                        
Year Ended December 31, 2000:                                                           
----------------------------                                                            

Balance - December 31, 1999                $       --      $ (4,266,637)   $   (250,818)

Stock issued under private placement               --              --         1,684,092 
Stock issued for consulting services               --              --         2,800,000 
Stock issued for consulting services               --              --           392,000 
Stock issued for consulting services               --              --           809,200 
Compensatory element related to exchange                                                
 offer                                             --              --           924,028 
Stock issued for cash                              --              --           430,250 
Stock issued for consulting services               --              --           291,830 
Stock issued for consulting services               --              --         1,674,679 
Stock issued for cash                              --              --            14,000 
Receivable from stockholder                    (122,600)           --          (122,600)
Offering expenses                                  --              --          (208,280)
Value assigned to beneficial conversion                                                 
 feature of debt                                   --              --           142,845 
Net loss                                           --        (8,893,895)     (8,893,895)
                                           ------------    ------------    ------------ 
Balance - December 31, 2000                $   (122,600)   $(13,160,532)   $   (312,669)
                                           ============    ============    ============ 


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.                                                                     

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS                                                            

                                                                                                      For the Period   
                                                                            For the Years             from Inception   
                                                                          Ended December 31,       of Development Stage
                                                                    ----------------------------     (January 1, 1999) 
                                                                         1999            2000      to December 31, 2000
                                                                    ------------    ------------   --------------------
                                                                                                                       
CASH FLOWS FROM OPERATING ACTIVITIES                                                                                   
  Net loss                                                          $ (4,266,637)   $ (8,893,895)      $(13,160,532)   
  Adjustments to reconcile net loss to net cash used in                                                                
    operating activities:                                                                                              
      Loss on sale of property, plant and equipment                         --            23,308             23,308    
      Gain on sale of marketable securities                              (36,981)           --              (36,981)   
      Stock-based compensation                                         2,931,604       6,891,737          9,823,341    
      Value assigned to beneficial conversion feature of                                                               
        debt                                                                --           142,845            142,845    
      Depreciation and amortization                                        4,245          36,260             40,505    
  Cash provided by (used in) the change in assets and liabilities:                                                     
     Increase in security deposit                                        (27,601)        (98,135)          (125,736)   
     Increase in other current assets                                       --            (8,197)            (8,197)   
     Increase in accounts payable and accrued liabilities                404,582        (173,611)           230,971    
                                                                    ------------    ------------       ------------    
    Net Cash Used in Operating Activities                               (990,788)     (2,079,688)        (3,070,476)   
                                                                    ------------    ------------       ------------    
CASH FLOWS FROM INVESTING ACTIVITIES                                                                                   
 Capital expenditures                                                    (75,522)       (107,466)          (182,988)   
 Purchase of marketable securities                                    (6,265,299)           --           (6,265,299)   
 Proceeds from sale of marketable securities                           6,300,136            --            6,300,136    
 Purchase of an investment                                                (5,000)           --               (5,000)   
                                                                    ------------    ------------       ------------    
    Net Cash Used in Investing Activities                                (45,685)       (107,466)          (153,151)   
                                                                    ------------    ------------       ------------    
CASH FLOWS FROM FINANCING ACTIVITIES                                                                                   
 Proceeds from issuance of common stock                                1,074,157       2,128,342          3,202,499    
 Offering expenses                                                          --          (208,280)          (208,280)   
 Proceeds of loans from stockholders                                        --           333,249            333,249    
 Proceeds of loans from others                                              --            11,522             11,522    
 Advances to related parties                                              (4,423)           --               (4,423)   
 Advances from related parties                                            10,046           4,423             14,469    
 Advances to stockholder                                                    --          (122,600)          (122,600)   
                                                                    ------------    ------------       ------------    
   Net Cash Provided by Financing Activities                           1,079,780       2,146,656          3,226,436    
                                                                    ------------    ------------       ------------    
Increase (Decrease) in Cash                                               43,307         (40,498)             2,809    

Cash - Beginning of Year                                                      12          43,319                 12    
                                                                    ------------    ------------       ------------    
Cash - End of Year                                                  $     43,319    $      2,821       $      2,821    
                                                                    ============    ============       ============    
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                                                     
  Cash paid during the year for:                                                                                       
    Interest                                                        $        888    $        392       $      1,280    
                                                                    ============    ============       ============    
    Common stock issued to retire loans from related                                                                   
      parties                                                       $     13,254    $       --         $     13,254    
                                                                    ============    ============       ============    


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.                                                                     

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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%  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 has halted the
development of its operations  conducted through  BookDigital.  Through December
31, 2000, 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).

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,  the  Company  has  incurred  losses  of   approximately   $4,266,000  and
$8,894,000,  respectively,  and as of December  31,  2000,  had a  stockholders'
deficiency of approximately  $312,000.  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 had no revenues  through December 31, 2000. The Company is in default in
promissory  notes,  totalling  $333,000,  as of December 31, 2000. These factors
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.                                                                        

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  1 -  BUSINESS AND CONTINUED OPERATIONS (Continued)                        

The Company has principally  funded its operations  during 1999 and 2000 through
sales  of  its  common  stock  resulting  in net  proceeds  to  the  Company  of
approximately  $1,074,000 in 1999 and $1,920,000 in 2000.  Sales of common stock
in 1999 and 2000  were sold in  private  transactions  in  reliance  on  various
exemptions from the registration requirements of the Securities Act. The Company
is exploring  other financing  alternatives,  including  private  placements and
joint ventures.                                                                 

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                           

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

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

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.                                                      

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)               

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.                                            

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  expects that it will derive  substantially  all of its revenue from
its telecommunications  services conducted through its ICON subsidiary.  Revenue
will be recognized as services are rendered or provided.                        

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

Research and development expenditures are charged to expense as incurred.       

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)               

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 the year 2000
convertible notes were amortized over the terms of the notes (60-360 days).     

Exchange Offer/Stock Split                                                      
--------------------------                                                      

Pursuant  to a stock  exchange  offer  in  June of  2000,  the  shareholders  of
BookDigital  received  .31133  shares of the  common  stock of MMSI for each one
share of BookDigital.                                                           

On December 31, 1999, the Board of Directors of BookDigital authorized,  and the
stockholders approved, two-for-one stock split, thereby increasing the number of
issued and  outstanding  common shares to 3,221,457 and decreasing the par value
of each common share to $0.001. The accompanying financial statements, notes and
other references to share and per share data have been retroactively restated to
reflect the effect of the June 2000 stock  exchange  and the stock split for all
periods presented.                                                              

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)               

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

During 1999, the Company  adopted  Statement of Financial  Accounting  Standards
("SFAS") No. 128, "Earnings Per Share",  which changed certain  requirements for
computing  and  disclosing  earnings  per  share,  retroactive  for all  periods
presented.  Adoption  of  this  statement  had no  effect  on  the  accompanying
financial statements.                                                           

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 split on December
1999 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
December 31, 1999 and 2000,  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.                                                                        

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)               

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

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

Impact of Recently Issued Accounting Standards                                  
----------------------------------------------                                  

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standard No. 133 "Accounting for Derivative Instruments and
Hedging  Activities"  (FAS 133),  which  establishes  accounting  and  reporting
standards for derivative instruments and hedging activities. It requires that an
entity  recognize all derivatives as either assets or liabilities in the balance
sheet and measure those instruments at fair value. In June 1999, the FASB issued
SFAS No. 137, Accounting for Derivative Instruments -- Deferral of the Effective
Date of SFAS  Statement  No.133  and in June  2000,  the FASB  issued  SFAS 138,
Accounting  for Certain  Derivative  Instruments  -- an  amendment  of SFAS 133,
Accounting for Derivative  Instruments  and Hedging  Activities.  As a result of
SFAS No.  137,  SFAS No. 133 and SFAS No. 138 will be  effective  for all fiscal
quarters of all fiscal years beginning after June 15, 2000. The Company does not
expect that the  adoption of this  standard  will have a material  impact on its
financial position and results of operations.                                   

In  June  2000,  the  Financial  Accounting  Standards  Board  issued  Financial
Accounting  Standard  No.  138 (FAS  138),  Accounting  for  Certain  Derivative
Instruments -- an amendment of FAS 133,  Accounting  for Derivative  Instruments
and Hedging  Activities.  FAS 138 shall be effective for all fiscal  quarters of
all fiscal years beginning after June 15, 2000. The Company does not expect this
to have a material impact on its financial position and results of operations.  

In  December  1999,  the SEC  issued  Staff  Accounting  Bulletin  101,  Revenue
Recognition   ("SAB  101"),   which  provides   guidance  on  the   recognition,
presentation  and disclosure of revenue in financial  statements  filed with the
SEC. SAB 101 outlines the basic  criteria that must be met to recognize  revenue
and provides guidance on disclosure related to revenue recognition policies. The
Company believes that it currently complies with SAB 101.                       

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  3 -  BUSINESS COMBINATION                                                 

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.                    

NOTE  4 -  PROPERTY AND EQUIPMENT                                               

Machinery and equipment at December 31, 2000 consisted of the following:        

Machinery and equipment                    $  90,409    
Transportation equipment                      23,029    
Office furniture and fixtures                 39,762    
Software                                       6,865    
                                       ---------
                                         160,065
Less: Accumulated depreciation                40,890    
                                       ---------
                                       $ 119,175
                                       =========

Depreciation  expense for the years ended December 31, 1999 and 2000 amounted to
$4,245 and $36,260, respectively.                                               

NOTE  5 -  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES                             

Accounts payable and accrued liabilities consist of the following:              

Professional fees                        $  186,416     
Occupancy costs                              19,187     
Other                                        25,368     
                                    ----------
                                    $  230,971
                                    ==========

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  6 -  CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS                             

Notes  payable  to  stockholders  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.  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  addition  to paid-in  capital  and a charge to
financing  costs during the year ended  December 31, 2000. At December 31, 2000,
the  Company  has  defaulted  on one of the notes,  with a  principal  amount of
$100,000 and accrued interest thereon of $2,004. Subsequent to the balance sheet
date, two notes with principal  amounts,  totalling  $163,249,  were not paid on
their due dates.                                                                

NOTE  7 -  INCOME TAXES                                                         

The Company was not required to provide for a provision for income taxes for the
years ended  December  31, 1999 and 2000,  as a result of net  operating  losses
incurred during those years.                                                    

As of December 31, 2000, the Company had available  approximately  $3,340,000 of
net operating losses ("NOL") for income tax purposes that may be carried forward
to offset future taxable income, if any. The NOL carryforwards from December 31,
1999 and 2000 expire in the years 2018, and 2019, respectively.                 

At December  31,  2000,  the Company has a deferred  tax asset of  approximately
$4,400,000,  representing  the  benefits of its net  operating  loss and certain
expenses not currently  deductible for tax purposes,  principally related to the
granting of restricted stock,  options and warrants.  The Company's deferred tax
asset has been fully reserved by a valuation  allowance since realization of its
benefit is uncertain.  The difference  between the statutory tax rate of 34% and
the  Company's  effective  tax rate (0%) is due to the increase in the valuation
allowance of $2,800,000 (2000) and $1,600,000  (1999).  The Company's ability to
utilize  its  carryforwards  may be  subject to an annual  limitation  in future
periods  pursuant  to  Section  382 of the  Internal  Revenue  Code of 1986,  as
amended.                                                                        

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS    

NOTE  8 - STOCKHOLDERS' DEFICIENCY                                              

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.                            

Private Placement - 2000                                                        
------------------------                                                        

During the period  January  2000  through  June 2000,  BookDigital  completed  a
private  placement  for an aggregate of 81,556 shares of common stock and 81,556
Class B warrants and received  proceeds of approximately  $1,684,000.  Placement
fees and other costs in connection with this placement approximated $208,000.   

The Class B warrants  entitle the holders to purchase  one share of common stock
at a price of $8.20 per share and they  expire one year from the  offering  date
(September 30, 2001).                                                           

Other Issuances - 2000                                                          
----------------------                                                          

During the six months ended  December 31, 2000,  the Company sold 121,500 shares
restricted  common stock in private  sales to various  investors for proceeds of
$444,250.                                                                       

During the period  January 1, 2000  through June 30,  2000,  BookDigital  issued
387,932  shares of common stock  valued at  $4,925,228  to various  consultants,
including related parties, in connection with consulting services.              

During the period July 1, 2000 through December 31, 2000, Dominix issued 330,016
shares of common stock valued at  1,966,509  to various  consultants,  including
related parties, in connection with consulting services.                        

The new  management of the Company has  contested the issuance of  approximately
2,000,000 of its common shares to the Company's former CEO (see Note 9).        

F-18

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  8 - STOCKHOLDERS' DEFICIENCY (Continued)                                  

Other Issuances - 1999                                                          
----------------------                                                          

The Company sold 250,002 shares of its common stock for $1,074,157 in cash.     

The Company issued  3,112,378 shares of common stock in connection with services
included in start-up costs valued at $2,718,400.                                

The  Company  issued  13,254  shares of common  stock to two of its  officers as
consideration for cash advances to the Company in the amount of $13,254.        

The Company  issued  warrants  for the purchase of  BookDigital  common stock in
connection with services included in start-up costs. The warrants were valued at
$213,204 and were accounted for as an addition to additional paid-in capital.   

Receivable from Stockholder                                                     
----------------------------                                                    

Represents disbursements made during the year ended December 31, 2000, which the
Company's  new  management  believes  should be reimbursed to the Company by the
Company's former CEO.                                                           

Warrants                                                                        
--------                                                                        

At December 31, 2000,  outstanding  warrants to acquire  shares of the Company's
common stock are as follows:                                                    

                                                                   Number of
                                                                  Shares
 Warrant Type       Exercise Price        Expiration Date         Reserved
  ------------       --------------       ------------------       ---------

    Class B              $8.20            September 30, 2001       9,230,875
                                                                   =========

Stock Options                                                                   
-------------                                                                   

In April of 2000,  two of the former  officers of MMSI were  granted  options to
purchase  100,000  shares of common stock at $.50 per share.  The options expire
three years from the grant date.                                                

F-19

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  8 - STOCKHOLDERS' DEFICIENCY (Continued)                                  

Stock Options (Continued)                                                       
-------------                                                                   

In addition, during May of 2000, the Company's former CEO was granted options to
purchase  622,600  shares of the  Company's  common  stock.  Such  options  were
exercisable at $.0001 per share and vest upon the attainment of certain  defined
financial hurdles.  The CEO exercised the options during 2000. The Company's new
management  has  contested  the  shares  issued  to the CEO as a result  of this
exercise (see Note 9).                                                          

The weighted average fair value at date of grant for the 200,000 options granted
during 2000 was $.22 per option.  The fair value of options at date of grant was
estimated using the  Black-Scholes  option pricing model utilizing the following
assumptions:                                                                    

Risk-free interest rates                                5.0%    
Expected option life in years                        3 years    
Expected stock price volatility                          60%    
Expected dividend yield                                   0%    

Had the Company elected to recognize  compensation  cost based on the fair value
of the options at the date of grant as  prescribed  by  Statement  of  Financial
Accounting  Standards No. 123,  "Accounting for Stock-Based  Compensation",  net
loss in 2000 would have been $8,938,000, or $2.31 per share.                    

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                                9,231,000
Convertible debentures (assumed conversion at December                    
   31, 2000)                                                       238,000
Options to purchase common stock                                   200,000
                                                                 ---------
      Total as of December 31, 2000                              9,669,000
                                                                 =========
Substantial issuances after December 31, 2000 through                     
March 31, 2001:                                                     
      Issuance of stock to consultants                           1,019,000
                                                                 =========
      Issuance of stock in connection with ICON acquisition      2,200,000
                                                                 =========

F-20

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  9 - COMMITMENTS, CONTINGENCIES AND OTHER MATTERS                          

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

On September 1, 2000,  the Company  entered  into a lease  agreement  for office
space in New York City for a period of five  years.  Under the lease  agreement,
annual rent will amount to $217,500 for each year, subject to certain escalation
adjustments.                                                                    

Minimum lease payments required under the lease agreement are as follows:       

Year Ended December 31,                   Amount          
----------------------                  ----------        

2001                             $  220,400 
2002                                228,300 
2003                                235,600 
2004                                245,024 
2005                                167,648 
                                ----------
                                $1,096,972
                                ==========

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

During the year ended  December 31, 2000,  the Company's  former CEO was granted
options to purchase approximately 622,600 shares of common stock for an exercise
price of $.0001 per share and was also issued  1,300,000 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
2,000,000  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
2,000,000  shares  have not been  reflected  as issued  and  outstanding  in the
accompanying financial statements.                                              

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  9 - 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.                                                         

In addition to the contested shares discussed above, during the six months ended
June 30, 2000, the former CEO was issued 155,650 shares of the Company's  common
stock valued at  $2,800,000.  In addition,  the Company  received  various loans
aggregating $233,000 during 2000 from companies believed to be controlled by the
Company's former CEO (see Note 6).                                              

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

Litigation                                                                      
----------                                                                      

BookDigital  is presently  involved in an arbitration  proceeding  with a former
employee,  alleging improper  termination and demanding pay for the remainder of
contract.  In the  arbitration  proceeding,  the employee has sought an award of
approximately  $292,000,  together  with amounts to be determined at the hearing
representing  the value of shares of stock,  stock  options,  stock  bonuses and
health insurance.  The range of the potential loss is impossible to estimate.  A
decision in the arbitration case is expected in May 2001 and the Company expects
a favorable result.                                                             

The Company has been  contacted  by an attorney  representing  10 investors in a
private placement offering of securities of BookDigital alleging fraud and other
irregularities  in the offering.  The investors are  requesting  $530,400,  plus
interest and legal costs.  The Company cannot predict the outcome of this matter
at this early stage.                                                            

Prior Period Adjustment                                                         
-----------------------                                                         

The 1999 financial  statements of BookDigital  have been restated to account for
development and start-up costs of $3,054,800, which were capitalized on its 1999
balance  sheet.  The  financial  statements  have been restated to include these
costs as an expense on the 1999 consolidated statement of operations.           

F-22

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 -  SUBSEQUENT EVENTS (UNAUDITED)                                        

Acquisition                                                                     
-----------                                                                     

On January  10,  2001,  the Company  acquired  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  2,200,000 of its
common stock.  Pursuant to the terms of the  transaction,  the principal of ICON
became the Company's Chairman and CEO.                                          

ICON is an Internet telephone company that builds and markets eClubs. eClubs are
localized business units that use low cost,  Internet-based telephone service as
the marketing magnet for building ethnic-specific membership and rapidly growing
revenues.  eClubs are ICON's marketing engines that sell unique,  but essential,
products  and services to ethnic  communities  and  country-specific  businesses
throughout the world.                                                           

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

In March 2001, the Company's Board of Directors and major  shareholders  decided
to amend the Certificate of Incorporation  and increase 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  discussed  and agreed to declare a forward  split of the shares of
common stock of ten (10) shares for each one (1) share owned.                   

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

During  February  and March 2001,  the Company  issued  1,019,000  shares of the
common stock to various employees and consultants for services rendered.        

F-23

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10KSB Filing		Date		First		Last			Other Filings
		11/3/98		6
		12/31/98		21					NT 10-K, 10-K
		1/1/99		15		24
		3/25/99		17
		12/31/99		14		32			10-K
		1/1/00		33
		3/1/00		18
		4/7/00		17
		4/14/00		12
		4/17/00		3
		6/15/00		30
		6/30/00		33		37			10-Q/A, 10QSB
		7/1/00		33
		9/1/00		36
		10/1/00		12
		12/21/00		8
For The Period Ended		12/31/00		1		36			NT 10-K
		1/10/01		4		38			8-K, 3
		1/18/01		4
		1/24/01		8		9			8-K
		1/31/01		8					8-K, 3
		2/6/01		7					S-8 POS
		2/14/01		4
		2/21/01		7					S-8
		3/12/01		7
		3/31/01		35					NT 10-Q, NT 10-Q/A, 10QSB
		4/15/01		6		11
		4/19/01		5					DEF 14C
		4/27/01		16
		4/30/01		6
		5/14/01		13
Filed On / Filed As Of		5/16/01							8-K
		9/30/01		33					NT 10-Q, 10QSB
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