**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**Form
      10-QSB**





**[
      X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**





For
      the
      quarterly period ended June 30, 2005


or





**[
      ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**





For
      the
      transition period from ______ to ______








Commission
      File Number 000-29929





**COMMUNICATE.COM
      INC.**


(Exact
      name of small business as specified in its charter)





Nevada   33-0786959


(State
      or
      other jurisdiction of (IRS Employer


incorporation
      or organization) Identification Number)





#600
      -
      1100 Melville Street, Vancouver, B.C. V6E 4A6


(Address
      of principal executive offices)





(604)
      697-0136


(Issuer's
      telephone number)





**APPLICABLE
      ONLY TO CORPORATE ISSUERS**





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date.





Common
      Stock  17,756,339 shares
      outstanding


$.001
      Par
      Value  as
      of
      August 12, 2005





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








***Page
          - 1***


**** **COMMUNICATE.COM
      INC.**


**REPORT
      ON FORM 10-QSB**


**QUARTER
      ENDED JUNE 30, 2005**


**TABLE
      OF CONTENTS**





**PART
      I.**  **Financial
      Information**





Item
      1.  Financial
      Statements





Consolidated
      Balance sheets as of June 30, 2005 and December 31, 2004


Consolidated
      Statements of Operations for the periods ended June 30, 2005 and June 30,
      2004


Consolidated
      Statements of Cash Flows for the periods ended June 30, 2005 and June 30,
      2004


Notes
      to
      the Consolidated Financial Statements





Item
                2.
            Management's
                discussion and analysis of financial condition and results of
                operations





Item
      3.  Controls
      and Procedures.








**PART
      II.**   **Other
      Information**





Item
      1.  Legal
      Proceedings.





Item
      2.  Unregistered
      Sales of Equity Securities and Use of Proceeds.





Item
      3.  Defaults
      Upon Senior Securities.





Item
      4.  Submission
      of Matters to a Vote of Security Holders.





Item
      5.  Other
      Information.





Item
      6.  Exhibits
      and Reports on Form 8-K.





Signatures





Certifications





***Page
          - 2***


**PART
      I**








**Item
      1: Financial Statements.**





The
      response to Item 1 has been submitted as a separate section of this Report
      beginning on page F-1.








**Item
      2: Management’s discussion and analysis of financial condition and results of
      operations** ****





Registrant,
      through its majority-owned subsidiaries, Domain Holdings, Inc. (“DHI”, formerly
      Communicate.com Inc.) and FrequentTraveller.com Inc. (“FrequentTraveller”)
      (together the "Subsidiaries"), is involved in businesses that exploit commercial
      uses of the Internet. DHI markets and licenses a portfolio of domain names,
      a
      number of which generate high amounts of internet traffic because of, among
      other things, their generic description of a specific product or services
      category.





Registrant
      has focused since the beginning of 2001 on developing revenue streams from
      its
      domain names and reducing its debts. Registrant generates revenue from leasing
      domain names, from sales commissions from the sale of third-party products
      and
      services utilizing the Internet, from "pay-per-click" revenue and from the
      sale
      of domain name assets that Registrant believes are not essential to its
      business. Since May 2003, Registrant has begun selling fragrances and beauty
      and
      sports products online directly to consumers and in October 2003 begun selling
      travel services through its website FrequentTraveller.com.





Registrant
      presently has twenty-two full-time employees and three consultants and occupies
      approximately 5,000 square feet of office space in Vancouver, British Columbia
      and Bellingham, Washington.





**(a)**  **Selected
      Financial Data**





The
      following selected financial data was derived from Registrant’s unaudited
      consolidated financial statements. The information set forth below should be
      read in conjunction with Registrant’s financial statements and related notes
      included elsewhere in this report.


***Page
          - 3***





For
                the Quarters EndedJune
                30, 2005
            June
                30, 2004Statements
                of Operations DataSalesDomain
                Name Leasing and Advertising
            $
                250,143
            $
                159,456Domain
                Name
            --
            200,000eCommerce
            799,912
            373,651Total
                Sales
            1,050,055
            733,107Cost
              of SalesDomain
                Names
            --
            107,794eCommerce
            665,743
            297,827Total
                Cost of Sales
            665,743
            405,621Gross
                Profit
            384,312
            327,486Marketing
            (43,377)
            (21,698)General
                and Administrative
            (70,278)
            (70,970)Management
                Fees and Salaries
            (210,241)
            (113,391)Professional
                Fees
            (21,087)
            (5,707)Depreciation
            (2,464)
            (562)Operating
                Income
            36,865
            115,158Gain
                on Debt Settlement
            10,168
            --Non-Controlling
                Interest Share of Loss
            42,365
            2,325Dilution
                Gain in Subsidiary
            26,272
            3,425Net
                Income for the Period
            $
                115,670
            $
                120,908Basic
                Earnings (Loss) per Share
            $
                0.01
            $
                0.01Weighted
                Average Shares Outstanding
            15,396,065
            14,739,416





Balance
                Sheet Data
            As
                at
              June
                30, 2005
            As
                at
              December
                31, 2004Current
                Assets
            $
                1,368,941
            $
                1,064,928Fixed
                Assets
            35,028
            26,394Intangible
                Assets
            1,539,678
            1,502,178Total
                Assets
            $
                2,943,647
            $
                2,605,164Accounts
                Payable & Accrued Liabilities
            $
                411,774
            $
                665,195Non-Controlling
                Interest
            28,463
            --Common
                Stock
            10,708
            6,331Additional
                Paid in Capital
            3,443,809
            3,133,886Accumulated
                Deficit
            (951,107)
            (1,198,701)Total
                Stockholders’ Equity
            $
                2,503,410
            $
                1,941,516





***Page
          - 4***


**(b)**  **Results
      of Operations**





REVENUES
      AND COSTS OF REVENUES .





Domain
      Name Leasing and Advertising . In
      the
      second quarter of 2005, Registrant generated domain name leasing and advertising
      revenue of $250,143 as compared to $159,456 in the second quarter of 2004,
      an
      increase of 56.9%. As these are the first two comparable quarters since the
      new
      rate contract has become effective in the first quarter of 2004 and management
      has previously stated it expects a growth rate of 40%, management is satisfied
      with the current results. Management is continuing its effort to add to its
      domain portfolio to enhance its revenue generation, and during the second
      quarter it has acquired a portfolio of Chinese root level (.cn) domain names.
      Management maintains its growth target of 40% year-over-year as certain domain
      names, such as body.com, are slated for development into ecommerce retailing
      sites.





Domain
      Name Sales .





In
      the
      second quarter of 2005, the Registrant did not sell any domain names. Management
      has concluded its strategy to recapitalize the Registrant through the selling
      of
      non-strategic domain names. Proceeds from the prior sales in 2003 and 2004
      were
      used to repay a note payable and to enhance the Registrant’s financial ratios
      and liquidity. Management has begun acquiring new domain names both individually
      and as a portfolio to replenish its asset base and to increase its advertising
      revenue. While Registrant has no immediate plans to sell any domain names in
      the
      near future, it will evaluate opportunities as they arise.





eCommerce
      Sales .
      Registrant began converting Internet traffic into customers by directly
      marketing and selling consumable goods. Beginning in May 2003, Registrant
      launched its cologne.com and perfume.com Internet retail sites and karate.com
      Internet retail site in 2004. In the second quarter of 2005, the combined retail
      sites generated sales of $566,967 (2004 Q2 - $304,131), or approximately $6,230
      per day (2004 Q2 - $3,342 per day), with cost of purchases and shipping totaling
      $469,999 (2004 Q1 - $245,628) resulting in gross profit margin of approximately
      17.1% (2004 Q1 - 19.2%). While comparable quarterly sales have increased by
      86.4%, gross profit margin as a percentage has declined by 10.9%. Although
      fragrance sales generally have met expectations as a result of more competitive
      vendor selections, sporting goods sales have not met management’s gross profit
      margin goal of between 18% and 20%. Management will spend time in the third
      quarter to revise its sporting goods product mix and pricing strategy to improve
      margin. Management expects overall gross profit margin to return to between
      18%
      and 20% in the third and subsequent quarters. Management continues to maintain
      or improve margins by negotiating with multiple suppliers for better pricing
      and
      by automating the fulfillment process.





In
      the
      second quarter of 2005, Registrant through its travel business subsidiary
      generated product sales of $229,638 at a cost of $195,744 as compared to sales
      of $69,403 at a cost of $52,199 in the second quarter of 2004. The travel
      operation incurred a net loss of $31,768 in the second quarter of 2005 and
      an
      accumulated deficit of $281,562 since inception in October 2002. During the
      second quarter of 2005, the subsidiary incurred accounting and legal fees of
      $15,981 related to its Form SB-2 filing. By excluding such fees, the loss would
      have been reduced to $15,787, an improvement over the previous quarter’s loss of
      $22,723. While Management has reduced the monthly loss by consolidating its
      base
      of operation it has not reached its revenue target of $150,000 per quarter
      and
      will continue to work to meet this goal. Management continues to build its
      travel business by forming affiliations with partners in Southeast Asia and
      in
      Brazil and estimates that the travel business will break-even when sales
      approach $150,000 per quarter and believes the goal is achievable within twelve
      months.




***Page
          - 5***





MARKETING.
      Registrant has begun to advertise online by paying-for-clicks and
      search-engine-placements and other media in 2004 and has continued its effort
      into 2005. In the second quarter of 2005, Registrant recorded marketing expenses
      of $43,377 or 7.7% of eCommerce sales as compared to $21,698 or 7.1% of
      comparable quarterly sales in 2004. Marketing expense is in line with
      expectation, and Management expects marketing expenses to increase as sales
      increase and has planned to use up to 10% of gross product sales for marketing
      in 2005.





GENERAL
      AND ADMINISTRATIVE. Registrant’s general and administrative expenses consist of
      costs for general and corporate functions, including facility fees, travel,
      telecommunications and investor relations. In the second quarter of 2005,
      Registrant recorded general and administrative expense of $70,278 as compared
      to
      $70,970 in the second quarter of 2004 - remaining relatively the same.
      Management expects general and administrative expenses to remain at their
      current level for the third quarter of 2004.





MANAGEMENT
      FEES AND SALARIES. In the first quarter of 2005, Registrant incurred management
      fees and staff salaries of $210,241, an increase of 85.4% over the second
      quarter of 2004 of $113,391 as the number of employees has more than doubled
      over the year from 10 to 22 staff. Management expects staff salaries to increase
      slightly in the coming quarters as hiring slows down while management assesses
      productivity return.





PROFESSIONAL
      FEES. Professional fees include legal and auditing fees. During the second
      quarter of 2005, professional fees totaled $21,087 as compared to $5,707 in
      2004, an increase of 269%. Both legal and auditing fees have increased because
      the Registrant’s travel services subsidiary has filed its Form SB-2 to raise up
      to $2,000,000 in working capital to expand its business. Other than professional
      fees related to the travel subsidiary’s Form SB-2 filing which is estimated to
      cost $40,000 of which $16,000 has been accrued, Management is unaware of factors
      which are likely to increase professional fees in the third quarter of
      2005.








**(c)**  **Liquidity
      and Capital Resources**





Registrant
      seeks to generate revenue from (i) leasing domain names to third parties to
      conduct on-line businesses; (ii) selling products and services of owned
      inventory and of third parties; (iii) fees resulting from Internet traffic
      click-throughs generated by the domain name assets; and (iv) trading of non-core
      domain name assets.





Management’s
      previously stated goal of eliminating the working capital deficiency has been
      achieved in the third quarter of 2004 and maintained into the second quarter
      of
      2005. At June 30, 2005 Registrant had current assets in excess of current
      liabilities resulting in a positive working capital of $957,167 as compared
      to a
      working capital of $411,397 at the fiscal year ending December 31, 2004. During
      the three-months ended June 30, 2005 Registrant had net income of $249,142
      and
      an increase in cash of $303,321, compared to net income of $166,095 and an
      increase in cash of $94,659 for the same three-month period of last year.
      Operating activities generated cash outflows of $19,453 after primarily reducing
      accounts payable and excluding the non-cash dilution gains from the sale of
      equity in the Registrant’s travel subsidiary during the three-month period ended
      June 30, 2005. During the three months ended June 30, 2005, the Registrant
      raised a net of $297,100 through: i) the completion of a private placement
      of
      275,000 common shares for $100,000 cash; ii) the exercise of stock purchase
      warrants into 2,000,000 common shares for $100,000; and iii) the net private
      placement to non-controlling interest of FT of $97,100. From the beginning
      of
      the fiscal year to June 30, 2005, Registrant has reduced its accumulated deficit
      to $951,107 from $1,200,248 and has stockholders’ equity of
      $2,503,410.




***Page
          - 6***





In
      October 2003, Registrant became a majority shareholder of FrequentTraveller
      which has developed and is operating travel sale websites utilizing
      non-exclusive access to Registrant’s domain names Vietnam.com, Malaysia.com,
      Indonesia.com, Brazil.com and Canadian.com. Registrant will continue to own
      the
      aforementioned domain names and to develop businesses other than travel sales
      for them. FrequentTraveller has two managers and is not expected to generate
      sufficient revenue to cover expenses for at least twelve months. Any fund
      shortfall, currently requiring $10,000 per month, will be covered by Registrant
      or by sourcing outside capital. During the second quarter of 2005, FT completed
      a private placement of $147,100 in new common share at a price of $0.05 per
      common share, including $50,000 invested by the Registrant. As a result, FT
      has
      improved from a position of negative equity of $57,968 as at March 31, 2005
      to a
      position of positive equity of $57,364 as at June 30, 2005. Since inception,
      FT
      has raised $338,926 in private placement equity, including $120,000 invested
      by
      the Registrant, and accumulated a deficit of $281,562. On July 19, 2005, FT
      filed a Form SB-2 offering up to 4,000,000 common shares at a price of $0.50
      per
      share on a non-sponsored best effort basis. While the offering has been filed,
      it is not yet effective and may not become effective. FT plans to use any
      proceeds from this planned offering to expand its business and for working
      capital purposes.





As
      Registrant is working to achieve a positive working capital position and is
      currently profitable, opportunities may arise which would require Registrant
      to
      seek additional capital other than for operations from external sources.
      Registrant expects to raise any additional funds by way of equity and/or debt
      financing, and through the sale of non-strategic domain name assets. However,
      Registrant may not be able to raise the required funds from such financings,
      depending on volatile market conditions and the perception by investors of
      those
      companies that, like Registrant, engage in e-commerce and related
      businesses.





Registrant
      has no current plans to purchase any plant or significant
      equipment.





**(d)**  **Uncertainties
      Relating to Forward-Looking Statements**





Management’s
      discussion and analysis of Registrant’s financial condition and the results of
      its operations and other sections of this report, contain forward looking
      statements that are based upon the current beliefs and expectations of
      Registrant’s management, as well as assumptions made by, and information
      currently available to, Registrant’s management. Because these statements
      involve risks and uncertainties, actual actions and strategies and the timing
      and expected results may differ materially from those expressed or implied
      by
      the forward-looking statements. As well, Registrant’s future results,
      performance or achievements could differ materially from those expressed in,
      or
      implied by, any forward-looking statements. Future events and actual results
      could differ materially from those set forth in or underlying the
      forward-looking statements.




**Item
      3: Controls and Procedures.**





Based
      on
      their most recent evaluation, which was completed within 90 days of the filing
      of this Form 10-QSB, Registrant’s Chief Executive Officer and Chief Financial
      Officer believe Registrant’s disclosure controls and procedures (as defined in
      Exchange Act Rules 13a-14 and 15d-14) are effective to ensure that information
      required to be disclosed by Registrant in this report is accumulated and
      communicated to Registrant’s management, including its principal executive
      officer and principal financial officer, as appropriate, to allow timely
      decisions regarding required disclosure. There were no significant changes
      in
      Registrant’s internal controls or other factors that could significantly affect
      these controls subsequent to the date of their evaluation and there were no
      corrective actions with regard to significant deficiencies and material
      weaknesses.


***Page
          - 7***


**PART
      II**


**OTHER
      INFORMATION**








Item
      1. Legal Proceedings.





In
      December 1999, DHI commenced a lawsuit in the Supreme Court of British Columbia
      (No. C996417) against Paul Green, the former chief executive officer of DHI,
      for
      breach of fiduciary duty for wrongfully attempting to appropriate the
      Subsidiary’s business opportunities. DHI is seeking an undetermined amount of
      damages and a declaration that it had just cause to terminate Paul Green as
      the
      CEO in or about June 1999. No decision has been rendered in this case and
      Registrant cannot predict whether DHI will prevail, and if it does, what the
      terms of any judgment may be.





The
      former Chief Executive Officer of DHI, Paul Green, commenced a legal action
      against DHI on March 9, 2000 in the Supreme Court of British Columbia (No.
      S001317) for wrongful dismissal and breach of contract. He is seeking, at a
      minimum, 18.39% of the outstanding shares of DHI, specific performance of his
      contract, special damages in an approximate amount of $30,000, aggravated and
      punitive damages, interest and costs. On June 1, 2000, DHI filed a Defence
      and
      Counterclaim against this individual claiming damages and special damages for
      breach of fiduciary duty and breach of his employment contract. The outcome
      of
      these legal actions is currently not determinable and as such the amount of
      loss, if any, resulting from this litigation is presently not
      determinable.





Registrant
      is not aware of any other pending or threatened material legal
      proceedings.








Item
      2. Unregistered Sales of Equity Securities and Use of Proceeds.





During
      the quarter of the fiscal year covered by this report, (i) Registrant did not
      modify the instruments defining the rights of its shareholders, (ii) no rights
      of any shareholders were limited or qualified by any other class of securities,
      and (iii) Registrant did not sell any unregistered equity securities, with
      the
      exception of the following:





On
      April
      5, 2005, the Board of Directors issued 275,000 shares of common stock to a
      third
      party pursuant to an Asset Purchase Agreement dated March 17, 2005. Registrant
      relied on an exemption from registration under Section 4(2) of the Securities
      Act of 1933 in issuing the shares. These shares are restricted securities and
      are subject to resale restrictions under Rule 144.





On
      May
      16, 2005, the Board of Directors issued 160,000 shares of common stock to four
      employees and two consultants pursuant to a resolution of the board of directors
      dated January 7, 2005. Registrant relied on an exemption from registration
      under
      Section 4(2) of the Securities Act of 1933 in issuing the shares. These shares
      are restricted securities and are subject to resale restrictions under Rule
      144.




***Page
          - 8***





On
      June
      22, 2005, the Board of Directors issued 500,000 shares and 1,500,000 shares
      of
      common stock respectively to two related parties pursuant to a stock warrant
      agreement dated June 28, 2002. Registrant relied on an exemption from
      registration under Section 4(2) of the Securities Act of 1933 in issuing the
      shares. These shares are restricted securities and are subject to resale
      restrictions under Rule 144.





For
      each
      of the above share issuances, management is satisfied that the requirements
      of
      the exemption from the registration and prospectus delivery requirements of
      the
      Securities Act of 1933 have been fully complied with. The offering was not
      a
      public offering and was not accompanied by any general advertisement or any
      general solicitation. The share certificates representing the shares have been
      legended with the applicable trading restrictions.





Item
      3. Defaults Upon Senior Securities.





During
      the quarter of the fiscal year covered by this report, no material default
      has
      occurred with respect to any indebtedness of Registrant. Also, during this
      quarter, no material arrearage in the payment of dividends has
      occurred.





Item
      4. Submission of Matters to a Vote of Security Holders.





No
      matter
      was submitted to a vote of security holders, through the solicitation of proxies
      or otherwise, during the three months of the fiscal year covered by this
      report.





Item
      5. Other Information.





During
      the quarter of the fiscal year covered by this report, Registrant reported
      all
      information that was required to be disclosed in a report on Form 8-K, with
      the
      exception of the disclosure required under Item 3.02 of a Form 8-K (Current
      Report) regarding the disclosure of unregistered sales of equity securities
      as
      disclosed in Item 2 above.





Item
      6. Exhibits and Reports on Form 8-K.





(A)  Index
      to and Description of Exhibits.





EXHIBIT
            DESCRIPTIONF-1
            Financial
                Statements.31
            Section
                302 Certification of Chief Executive Officer and Chief Financial
                Officer32
            Section
                906 Certificate of Chief Executive Office and Chief Financial
                Officer








(B)  Reports
      on Form 8-K.





There
      were no report on Form 8-K filed by Registrant during the second quarter ending
      June 30, 2005.





***Page
          - 9***


**PART
      II - SIGNATURES**





In
      accordance with the requirements of the Exchange Act, Registrant caused this
      report to be signed on its behalf by the undersigned, thereunto duly authorized.





**COMMUNICATE.COM
      INC.**











*By:
      /s/ David M. Jeffs*     ******


Name:  **David
      M. Jeffs**


Title **:**  **Director
      and CEO**


Dated:  **August
      12, 2005**








*By:
      /s/ J. Cameron Pan*      ******


Name:  **J.
      Cameron Pan**


Title **:**  **CFO**


Dated:  **August
      12, 2005**








***Page
          - 10***





**Exhibit
      31**








***Page
          - 11***


**CERTIFICATIONS**




I,
      David
      M Jeffs, certify that:






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




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




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




4.
      The
      registrant's other certifying officers and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act
      Rules 13a-14 and 15d-14) for the registrant and have:




a)
      designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated subsidiaries,
      is made known to us by others within those entities, particularly during the
      period in which this quarterly report is being prepared;




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




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




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




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




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




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





Date:
      August 12, 2005





***/s/
      David M Jeffs***


David
      M
      Jeffs, Director and CEO


***Page
          - 12***


**CERTIFICATIONS**




I,
      J
      Cameron Pan, certify that:




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




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




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




4.
      The
      registrant's other certifying officers and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act
      Rules 13a-14 and 15d-14) for the registrant and have:




a)
      designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated subsidiaries,
      is made known to us by others within those entities, particularly during the
      period in which this quarterly report is being prepared;




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




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




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




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




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




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





Date:
      August 12, 2005





***/s/
      J Cameron Pan***


J
      Cameron
      Pan - CFO


***Page
          - 13***





**Exhibit
      32**












***Page
          - 14***




**CERTIFICATION
      PURSUANT TO**




**18
      U.S.C. SECTION 1350,**




**AS
      ADOPTED PURSUANT TO**




**SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002**









In
      connection with the Quarterly Report of Communicate.com Inc. (“Communicate”) on
      Form 10-QSB for the period ending June 30, 2005 as filed with the Securities
      and
      Exchange Commission on the date hereof (the “Report”), I, David M. Jeffs,
      President, Chief Executive Officer of Communicate and the sole member of the
      Board of Directors, certify, pursuant to s.906 of the Sarbanes-Oxley Act of
      2002, that:






(1)
      The
      Report fully complies with the requirements of section 13(a) or 15(d) of the
      Securities Exchange Act of 1934; and




(2)
      The
      information contained in the Report fairly represents, the financial condition
      and result of operations of Communicate.













*/s/
      David M. Jeffs*


David
      M.
      Jeffs


Chief
      Executive Officer




August
      12, 2005













***Page
          - 15***









**CERTIFICATION
      PURSUANT TO**




**18
      U.S.C. SECTION 1350,**




**AS
      ADOPTED PURSUANT TO**




**SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002**










In
      connection with the Quarterly Report of Communicate.com Inc. (“Communicate”) on
      Form 10-QSB for the period ending June 30, 2005 as filed with the Securities
      and
      Exchange Commission on the date hereof (the “Report”), I, J. Cameron Pan,
      Secretary, Treasurer, and Chief Financial Officer of Communicate, certify,
      pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:






(1)
      The
      Report fully complies with the requirements of section 13(a) or 15(d) of the
      Securities Exchange Act of 1934; and




(2)
      The
      information contained in the Report fairly represents, the financial condition
      and result of operations of Communicate.













*/s/
      J. Cameron Pan*


J.
      Cameron Pan


Chief
      Financial Officer






August
      12, 2005







***Page
          - 16***





**COMMUNICATE.COM
        INC.**
 
 **INTERIM
        CONSOLIDATED FINANCIAL STATEMENTS**
 
 **JUNE
        30, 2005**
 
 
 (UNAUDITED)
 
 
  
 
 
 
 **CONSOLIDATED
        BALANCE SHEETS**
 
 **INTERIM
        CONSOLIDATED STATEMENTS OF OPERATIONS**
 
 **INTERIM
        CONSOLIDATED STATEMENTS OF CASH FLOWS**
 
 **NOTES
        TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 
 
  ***Page
            - 17***
  **COMMUNICATE.COM
        INC.**
 
 **CONSOLIDATED
        BALANCE SHEETS**
 
 June
                  30,
                2005
              
              December
                  31,
                2004(unaudited)**ASSETS****CURRENT
                  ASSETS**Cash
                  and cash equivalents
              $
              1,368,249
              
              $
              1,064,928Accounts
                  receivable
              
              692
              
              
              9,373Advances
                  receivable
              
              -
              
              
              2,2911,368,941
              
              
              1,076,592**FIXED
                  ASSETS**
              
              35,028
              
              
              26,394**INTANGIBLE
                  ASSETS**(Note
                  2)
              
              1,539,678
              
              
              1,503,725$
              2,943,647
              
              $
              2,606,711**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY****CURRENT
                  LIABILITIES**Accounts
                  payable and accrued liabilities
              $
              411,774
              
              $
              665,195**NON-CONTROLLING
                  INTEREST**(Note
                  3)
              
              28,463
              
              
              -**STOCKHOLDERS’
                  EQUITY**Capital
                  stock(note
                  4)Authorized50,000,000
                  Common shares, $0.001 par valueIssued
                  and outstanding17,756,339
                  Common shares (December 31, 2004 - 15,321,339)
              
              10,708
              
              
              6,331Additional
                  paid in capital
              
              3,443,809
              
              
              3,133,886Accumulated
                  deficit
              
              (951,107
              )
              
              (1,198,701
              )2,503,410
              
              
              1,941,516$
              2,943,647
              
              $
              2,606,711
 
 
 
 
 
 
 The
        accompanying notes are an integral part of these interim consolidated financial
        statements.
 
  ***Page
            - 18***
  **COMMUNICATE.COM
        INC.**
 **INTERIM
        CONSOLIDATED STATEMENTS OF OPERATIONS**
 (unaudited)
 
 Three
                  months ended June 30, 2005
              
              
              Three
                  months ended June 30, 2004
              
              
              Six
                  months ended June 30, 2005
              
              
              Six
                  months ended June 30, 2004**SALES**Domain
                  name leasing and advertising
              $
              250,143
              
              $
              159,456
              
              $
              587,480
              
              $
              226,004Domain
                  names
              
              -
              
              
              200,000
              
              
              -
              
              
              400,000eCommerce
              
              799,912
              
              
              373,651
              
              
              1,440,901
              
              
              603,212Total
                  sales
              
              1,050,055
              
              
              733,107
              
              
              2,028,381
              
              
              1,229,216**COST
                  OF SALES**Domain
                  names
              
              -
              
              
              107,794
              
              
              -
              
              
              182,651eCommerce
              
              665,743
              
              
              297,827
              
              
              1,218,859
              
              
              477,409Total
                  cost of sales
              
              665,743
              
              
              405,621
              
              
              1,218,859
              
              
              660,060**GROSS
                  PROFIT**
              
              384,312
              
              
              327,486
              
              
              809,522
              
              
              569,156**EXPENSES**Marketing
              
              43,377
              
              
              21,698
              
              
              76,073
              
              
              26,719General
                  and administrative
              
              70,278
              
              
              70,970
              
              
              135,724
              
              
              161,950Management
                  fees and salaries
              
              210,241
              
              
              113,391
              
              
              397,146
              
              
              215,989Professional
                  fees
              
              21,087
              
              
              5,707
              
              
              31,688
              
              
              15,328Depreciation
              
              2,464
              
              
              562
              
              
              4,598
              
              
              1,170347,447
              
              
              212,328
              
              
              645,229
              
              
              421,156**INCOME
                  BEFORE OTHER ITEMS**
              
              36,865
              
              
              115,158
              
              
              164,293
              
              
              148,000**GAIN
                  ON DEBT SETTLEMENT**
              
              10,168
              
              
              -
              
              
              16,212
              
              
              -**NON-CONTROLLING
                  INTEREST SHARE OF LOSS IN FREQUENT TRAVELER.COM**(Note3)
              
              42,365
              
              
              2,325
              
              
              42,365
              
              
              9,016**DILUTION
                  GAIN IN****FREQUENT
                  TRAVELLER.COM**(Note 3)
              
              26,272
              
              
              3,425
              
              
              26,272
              
              
              9,079**INCOME
                  BEFORE INCOME TAXES**
              
              115,670
              
              
              120,908
              
              
              249,142
              
              
              166,095**INCOME
                  TAXES**(Note
                  7)Current
              
              41,285
              
              
              51,625
              
              
              94,674
              
              
              73,049Recovery
                  of deferred tax assets
              
              (41,285
              )
              
              (51,625
              )
              
              (94,674
              )
              
              (73,049
              )**NET
                  INCOME FOR THE PERIOD**
              $
              115,670
              
              $
              120,908
              
              $
              249,142
              
              $
              166,095**EARNINGS
                  PER SHARE:**Basic****
              $
              0.01
              
              $
              0.01
              
              $
              0.02
              
              $
              0.01Diluted****
              $
              0.01
              
              $
              0.01
              
              $
              0.02
              
              $
              0.01**WEIGHTED
                  AVERAGE NUMBER OF COMMON**
                **SHARES
                  OUTSTANDING:**Basic
              
              15,396,065
              
              
              14,739,416
              
              
              15,396,065
              
              
              14,739,416Diluted
              
              15,396,065
              
              
              17,944,416
              
              
              15,396,065
              
              
              17,944,416
 
 
 
 The
        accompanying notes are an integral part of these interim consolidated financial
        statements.
  ***Page
            - 19***
  
 **COMMUNICATE.COM
        INC.**
 
 **INTERIM
        CONSOLIDATED STATEMENTS OF CASH FLOWS**
 (unaudited)
 Six
                  months ended June 30, 2005
              
              Six
                  months ended June 30, 2004**CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net
                  income for the period
              $
                  249,142
              
              $
                  166,095Adjustments
                  to reconcile net income to net cash
                from
                  operating activities-
                  non-controlling interest share of losses (Note 3)
              
              (42,365
              )
              
              (9,016
              )-
                  dilution gain in Frequent Traveller.com (Note 3)
              
              (26,272
              )
              
              (9,079
              )-
                  non-cash cost of domain name sales
              
              -
              
              
              130,988-
                  depreciation
              
              4,598
              
              
              1,171-
                  accrued interest
              
              -
              
              
              (236
              )-
                  accounts and advances receivable
              
              10,972
              
              
              11,909-
                  prepaid expenses
              
              -
              
              
              2,067-
                  accounts payable and accrued liabilities
              
              (176,622
              )
              
              (77,731
              )**CASH
                  FROM****(USED IN)****OPERATING
                  ACTIVITIES**
              
              (19,453
              )
              
              216,168**CASH
                  FLOWS FROM INVESTING ACTIVITIES**-
                  purchase of computer equipment
              
              (13,232
              )
              
              -**CASH
                  FLOWS USED IN INVESTING ACTIVITIES**
              
              (13,232
              )
              
              -**CASH
                  FLOWS FROM FINANCING ACTIVITIES**-
                  issuance of common stock for share subscriptions (Note 4)
              
              100,000
              
              
              25,750-
                  issuance of common stock for warrants exercised (Note 4 and
                  5)
              
              100,000
              
              
              --
                  issuance of common stock by FT.com(Note 3)
              
              97,100
              
              
              --
                  loan proceeds (repayments)
              
              -
              
              
              (150,000
              )**CASH
                  FLOWS FROM (USED IN) FINANCING ACTIVITIES**
              
              297,100
              
              
              (124,250
              )**EFFECT
                  OF EXCHANGE RATE CHANGES**
              
              -
              
              
              2,741**INCREASE
                  IN CASH AND CASH EQUIVALENTS**
              
              303,321
              
              
              94,659**CASH
                  AND CASH EQUIVALENTS, BEGINNING OF PERIOD**
              
              1,064,928
              
              
              393,039**CASH
                  AND CASH EQUIVALENTS, END OF PERIOD**
              $
              1,368,249
              
              $
              487,698**SUPPLEMENTAL
                  CASH FLOW INFORMATION**(Refer
                  to Note 8)
 
 
 
 
 
 
 The
        accompanying notes are an integral part of these interim consolidated financial
        statements.
 
 
  ***Page
            - 20***
   **COMMUNICATE.COM
        INC.**
 **NOTES
        TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **June
        30, 2005**
 
 (unaudited)
  
 **NOTE
        1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION**
 
 The
        Company’s subsidiary Domain Holdings Inc. (“DHI”) owns a portfolio of generic
        domain names. DHI’s current business strategy is to develop or to seek partners
        to develop its domain names to include content, commerce and community
        applications. DHI has developed websites that sell fragrance and beauty care
        and
        sporting goods products to North American consumers. DHI is developing other
        sites with the goal of facilitating business transactions both at the wholesale
        level and at the consumer level. DHI sells advertising services on its domains
        held for development and seeks to acquire other domains to complement its
        retail
        and advertising strategy. DHI has an in-house development team that develops
        its
        corporate and retailing websites.
 
 On
        October 1, 2003 the Company acquired a 71% controlling interest in
        FrequentTraveller.com Inc. (“FT”), a Nevada private company incorporated on
        October 29, 2002. FT is a full service travel agency that caters to
        Internet-based customers seeking tours and other travel services. As at June
        30,
        2005, the Company owns 50.4% of the outstanding shares of FT. (Refer to Note
        3.)
 
 **Unaudited
        Interim Financial Statements**
 The
        accompanying unaudited interim consolidated financial statements have been
        prepared in accordance with generally accepted accounting principles for
        interim
        financial information and with the instructions to Form 10-QSB of Regulation
        S-B. They do not include all information and footnotes required by generally
        accepted accounting principles for complete financial statements. However,
        except as disclosed herein, there has been no material changes in the
        information disclosed in the notes to the financial statements for the year
        ended December 31, 2004 included in the Company’s Annual Report on Form 10-KSB
        filed with the Securities and Exchange Commission. The interim unaudited
        consolidated financial statements should be read in conjunction with those
        financial statements included in the Form 10-KSB. In the opinion of Management,
        all adjustments considered necessary for a fair presentation, consisting
        solely
        of normal recurring adjustments, have been made. Operating results for the
        three
        months ended June 30, 2005 are not necessarily indicative of the results
        that
        may be expected for the year ending December 31, 2005.
 
 **Comparative
        figures**
 Certain
        comparative figures have been reclassified in order to conform to the current
        period’s financial statement presentation.
 
 
 **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 **Basis
        of presentation**
 The
        accompanying financial statements are presented in United States dollars
        and are
        prepared in accordance with accounting principles generally accepted in the
        United States.
 
 **Principles
        of consolidation**
 The
        financial statements include the accounts of the Company, the 94% interest
        in
        its subsidiary, DHI, and the 50.4% interest in FT. All significant intercompany
        balances and transactions are eliminated on consolidation.
 
 **Revenue
        recognition**
 Revenue
        from the sale and lease of domain names, whose carrying values are recorded
        as
        intangible assets, consists primarily of funds earned for the transfer of
        rights
        to domain names that are currently in the Company’s control. Collectibility of
        revenues generated is subject to a high level of uncertainty; accordingly
        revenues are recognized only as received.
 
 Web
        advertising revenue consists primarily of commissions earned from the referral
        of visitors to the Company’s sites to other parties. The amount and
        collectibility of these referral commissions is subject to uncertainty;
        accordingly revenues are recognized when the amount can be determined and
        collectibility can be reasonably assured. In accordance with EITF 99-19 the
        Company records web advertising revenue net of service costs.
 
 Revenues,
        and associated costs of goods sold, from the on-line sales of products,
        currently consisting primarily of fragrances and other beauty products, are
        recorded upon shipment of products and determination that collection is
        reasonably assured. The Company does not record inventory as an asset because
        all products sold are delivered to the customer on a “just-in-time”
        basis.
 
 ***Page
            - 21***
  **COMMUNICATE.COM
          INC.**
 **NOTES
          TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **June
          30, 2005**
 
 (unaudited)
 
 **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (cont’d)**
 
 Revenues
        from the sales of travel products, including tours, airfares and hotel
        reservations, are non-refundable upon receipt of payment and are accordingly
        recognized as received. All costs relating to travel related sales are accrued
        at that time.
 
 **Stock-based
        compensation**
 In
        December 2002, the Financial Accounting Standards Board issued Financial
        Accounting Standard No. 148, “Accounting for Stock-Based Compensation -
        Transition and Disclosure” (“SFAS No. 148”), an amendment of Financial
        Accounting Standard No. 123 “Accounting for Stock-Based Compensation”
        (“SFAS No. 123”). The purpose of SFAS No. 148 is to: (1) provide alternative
        methods of transition for an entity that voluntarily changes to the fair
        value
        based method of accounting for stock-based employee compensation, (2) amend
        the
        disclosure provisions to require prominent disclosure about the effects on
        reported net income of an entity’s accounting policy decisions with respect to
        stock-based employee compensation, and (3) to require disclosure of those
        effects in interim financial information. The disclosure provisions of SFAS
        No.
        148 were effective for the Company commencing December 31, 2002 and the required
        disclosures have been made below.
 
 The
        Company has elected to continue to account for stock-based employee compensation
        arrangements in accordance with the provisions of Accounting Principles Board
        Opinion No. 25, “Accounting for Stock Issued to Employees”, (“APB No. 25”) and
        comply with the disclosure provisions of SFAS No. 123 as amended by SFAS
        No. 148
        as described above. In
        addition, in accordance with SFAS No. 123 the Company applies the fair value
        method using the Black-Scholes option-pricing model in accounting for options
        granted to consultants. Under
        APB
        No. 25, compensation expense is recognized based on the difference, if any,
        on
        the date of grant between the estimated fair value of the Company’s stock and
        the amount an employee must pay to acquire the stock. Compensation expense
        is
        recognized immediately for past services and pro-rata for future services
        over
        the option-vesting period.
 
 The
        following table illustrates the pro forma effect on net income and net earnings
        per share as if the Company had accounted for its stock-based employee compensation using the fair value provisions of SFAS
        No.
        123 using the assumptions as described in Note 4:
 
 Six
                  months ended
                June
                  30, 2005
              Six
                  months ended
                June
                  30, 2004Net
                  income for the period
              As
                  reported
              $
                  249,142
              $
                  166,095SFAS
                  123 compensation expense
              Pro-forma
              -
              (12,456)Net
                  income for the period
              Pro-forma
              $
                  249,142
              $
                  153,639Pro-forma
                  basic net income per share
              Pro-forma
              $
                  0.02
              $
                  0.01Pro-forma
                  diluted net income per share
              Pro-forma
              $
                  0.02
              $
                  0.01
 
 The
        Company accounts for equity instruments issued in exchange for the receipt
        of
        goods or services from other than employees in accordance with SFAS No. 123
        and
        the conclusions reached by the Emerging Issues Task Force in Issue No. 96-18,
        “Accounting for Equity Instruments That Are Issued to Other Than Employees
        for
        Acquiring or in Conjunction with Selling Goods or Services” (“EITF 96-18”).
        Costs are measured at the estimated fair market value of the consideration
        received or the estimated fair value of the equity instruments issued, whichever
        is more reliably measurable. The value of equity instruments issued for
        consideration other than employee services is determined on the earlier of
        a
        performance commitment or completion of performance by the provider of goods
        or
        services as defined by EITF 96-18.
 
 The
        Company has also adopted the provisions of the Financial Accounting Standards
        Board Interpretation No.44, Accounting for Certain Transactions Involving
        Stock
        Compensation - An Interpretation of APB Opinion No. 25 (“FIN 44”), which
        provides guidance as to certain applications of APB 25. FIN 44 is generally
        effective July 1, 2000 with the exception of certain events occurring after
        December 15, 1998.
 
  ***Page
            - 22***
 **COMMUNICATE.COM
              INC.**
 **NOTES
              TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **June
              30, 2005**
 **(unaudited)**
  
 **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (cont’d)**
 
 **Income
        taxes**
 The
        Company follows the liability method of accounting for income taxes. Under
        this
        method, deferred tax assets and liabilities are recognized for the future
        tax
        consequences attributable to differences between the financial statement
        carrying amounts of existing assets and liabilities and their respective
        tax
        balances .deferred tax assets and liabilities are measured using enacted
        or
        substantially enacted tax rates expected to apply to the taxable income in
        the
        years in which those differences are expected to be recovered or settled.
        The
        effect on deferred tax assets and liabilities of a change in tax rates is
        recognized in income in the period that includes the date of enactment or
        substantive enactment. A valuation allowance is provided for deferred tax
        assets
        if it is more likely than not that the Company will not realize the future
        benefit, or if the future deductibility is uncertain.
 
 **Use
        of estimates**
 The
        preparation of financial statements in conformity with generally accepted
        accounting principles in the United States requires management to make estimates
        and assumptions that affect the reported amounts of intangible assets, stock
        based compensation, disclosure of contingent assets and liabilities at the
        date
        of the financial statements and for the periods that the financial statements
        are prepared. Actual amounts could differ from these estimates.
 
 **Foreign
        currency transactions**
 The
        financial statements are presented in United States dollars. In accordance
        with
        Statement of Financial Accounting Standards No. 52, “Foreign Currency
        Translation”, the foreign currency financial statements of the Company’s
        subsidiaries are re-measured into U.S. dollars. Monetary assets and liabilities
        are re-measured using the foreign exchange rate that prevailed at the balance
        sheet date. Revenue and expenses are translated at weighted average rates
        of
        exchange during the year and stockholders’ equity accounts and certain other
        historical cost balances are translated by using historical exchange rates.
        Resulting re-measurement gains or losses are reported on the consolidated
        statement of operations.
 
 **Earnings
        per share**
 Basic
        earnings per share is computed by dividing earnings for the period by the
        weighted average number of common shares outstanding for the period. Fully
        diluted earnings per share reflects the potential dilution of securities
        by
        including other potential common stock, including convertible preferred shares,
        in the weighted average number of common shares outstanding for a period
        and is
        not presented where the effect is anti-dilutive.
 
 **Cash
        and cash equivalents**
 The
        company considers all highly liquid instruments with an original maturity
        of
        three months or less at the time of issuance to be cash
        equivalents.
 
 **Intangible
        assets**
 The
        Company has adopted the provision of the Statement of Financial Accounting
        Standards No. 142 (“SFAS 142”), “Goodwill and Intangible Assets”, which revises
        the accounting for purchased goodwill and intangible assets. Under SFAS 142,
        goodwill and intangible assets with indefinite lives are no longer amortized
        and
        are tested for impairment annually. The determination of any impairment would
        include a comparison of estimated future operating cash flows anticipated
        during
        the remaining life with the net carrying value of the asset as well as a
        comparison of the fair value to book value of the Company.
 
 The
        Company’s intangible assets, which consist of its portfolio of generic domain
        names, has been determined to have an indefinite life and management has
        determined, that there is no impairment of the carrying value of intangible
        assets at June 30, 2005.
 
 **Website
        development costs**
 The
        Company has adopted the provisions of EITF 00-2 "Accounting for Web Site
        Development Costs" and AICPA SOP 98-1 “Accounting for the Costs of Computer
        Software Developed or Obtained for Internal Use” whereby costs incurred in the
        preliminary project phase are expensed as incurred; costs incurred in the
        application development phase are capitalized; and costs incurred in the
        post-implementation operating phase are expensed as incurred. The Company
        has
        not currently incurred any significant development costs relating to its
        operational websites.
 
 
  ***Page
            - 23***
 **COMMUNICATE.COM
              INC.**
 **NOTES
              TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **June
              30, 2005**
 **(unaudited)**
  
 **NOTE
        3 - NON CONTROLLING INTEREST**
 
 By
        agreement dated October 1, 2003 the Company acquired 350,000 common shares
        of
        FT, representing 71% of the outstanding shares of FT, in consideration for
        settlement of a $35,000 debt owing to the Company by FT for previous consulting
        work provided. Subsequent to October 1, 2003, FT issued 113,637 shares of
        its
        common stock to non-controlling interests for total proceeds of $50,000
        resulting in a gain on dilution of $30,555 in fiscal 2003. In 2004, FT issued
        350,000 shares to the Company in settlement of advances of $35,000 and issued
        334,578 shares to non-controlling interests for total proceeds of $51,726
        resulting in a net gain on dilution of $12,353 in fiscal 2004. On November
        16,
        2004, FT declared a nine share for every one share stock dividend.
 
 On
        May 1,
        2005, FT completed a private placement of common shares at $0.05 per common
        share and raised $147,100 of which $50,000 was invested by the Company. FT
        issued 1,000,000 common shares to the Company and 1,942,000 to non-controlling
        interests. The monies were used to recapitalize FT and for working capital
        purposes. The Company recorded a dilution gain of $68,837 and a non-controlling
        interest in FT of $28,463 in the quarter. As of June 30, 2005, FT has 15,878,690
        common shares issued and outstanding and the Company owns 8,000,000 common
        shares representing 50.4% of FT’s issued and outstanding common
        shares.
 
 On
        May 5,
        2005, DHI entered into an agreement with FT whereby FT would have the right
        to
        sell travel products on Brazil.com, Indonesia.com, Malaysia.com, Canadian.com
        and GreatBritain.com by agreeing to pay at least a minimum royalty commencing
        2006 of $150,000 per annum. The royalty, which is 5% on the first $20 million
        and decreases by 1% on every subsequent $20 million to a minimum of 1% on
        sales
        greater than $80 million, is based on sales of travel products by FT. DHI
        retains the rights to sell other services, including advertising, on the
        websites. Beginning in the calendar year of 2006 the annual royalty will
        be a
        minimum of $150,000. The agreement expires on December 31, 2010 and may be
        extended in increments of 5 years thereafter with the minimum annual royalty
        recalculated based on the average from the previous 5-year period.
 
 
 **NOTE
        4 - CAPITAL STOCK**
 
 The
        authorized capital of the Company consists of 50,000,000 Common Shares with
        a
        par value of $.001.
 
 (a)  On
        April
        5, 2005, the Company issued 275,000 shares of restricted common stock to
        a third
        party for $137,500 which was paid by $100,000 cash and a portfolio of China
        root-level (.cn) domain names which have been recorded at a value of $37,500.
 
 (b)  On
        May
        16, 2005, the Company issued 160,000 shares of restricted common stock to
        four
        employees and two officers to satisfy bonuses payable of $76,800 as authorized
        by a resolution of the board of directors dated January 7, 2005.
 
 (c)  On
        June
        22, 2005, the Company issued 2,000,000 shares of restricted common stock
        for
        $100,000 to two related parties pursuant to a share purchase warrant agreement
        dated June 28, 2002.
 
 (d)  During
        the year ended December 31, 2004, the Company issued 50,000 shares of restricted
        common stock of the Company to two employees in satisfaction of bonuses of
        $10,000 granted and recorded by DHI in 2003 and issued 580,000 shares of
        restricted common stock to an officer under an option agreement (see Stock
        Options below).
 
 **Stock
        options**
 The
        Company does not have a formal Stock Option Plan, however, options may be
        granted with terms and conditions at the discretion of the Company’s board of
        directors.
 
 On
        July
        24, 2002 the Company granted an officer 580,000 stock options at an exercise
        price of $0.10 per share. The options vest evenly over two years commencing
        July
        24, 2002. No compensation expense will be recorded upon vesting of these
        options
        in accordance with the provisions of APB No. 25 as the exercise price of
        the
        options awarded approximated the market price of the Company’s common shares as
        at the date of the award. In July 2004 the officer exercised his option for
        $58,000, and accordingly, the Company issued 580,000 shares of restricted
        common
        stock.
 
  ***Page
            - 24***
 **COMMUNICATE.COM
              INC.**
 **NOTES
              TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **June
              30, 2005**
 **(unaudited)**
  
 **NOTE
        4 - CAPITAL STOCK (cont’d)**
 
 In
        accordance with the provisions of SFAS No. 123, for stock options granted
        to
        officers, directors and employees, the Company has provided pro forma
        information regarding net income (loss) and net income (loss) per share as
        if
        the Company had accounted for these stock options using the fair value method.
        The fair value of the options vested in the period was estimated at the date
        of
        grant using the Black-Scholes option pricing model with the following weighted
        average assumptions: risk free interest rate of 4%; dividend yield of 0%;
        volatility factor of the expected market price of the Company's common stock
        of
        205% and a weighted average expected life of the option of 2 years.
 
 For
        purposes of the pro-forma disclosures, the estimated fair value of the options
        of $49,823 was amortized to expense over the vesting period which ended July
        24,
        2004. In accordance with the provisions of SFAS 148, the Company’s pro-forma
        information relating to the granting and vesting of stock options has been
        shown
        in Note 2.
 
 A
        summary
        of the Company’s stock options as of June 30, 2005, and changes during the
        period ended is presented below:
 
 Number
                  of options
              Weighted
                  average exercise price
                per
                  share
              Weighted
                  average remaining contractual life (in years)$Outstanding
                  at December 31, 2003
              580,000
              0.10
              0.56Exercised
                  July 22, 2004
              (580,000)Exercisable
                  at December 31, 2004
              -
              -
              -Exercisable
                  at June 30, 2005
              -
              -
              -
 
 **Share
        purchase warrants**
 On
        June
        28, 2002, the Company issued 2,000,000 share purchase warrants entitling
        the
        holder to purchase one share of common stock at $0.05 for a period of two
        years
        in settlement of certain accounts payable of $122,500. The Company has accounted
        for these share purchase warrants in accordance with SFAS No. 123 by applying
        the fair value method using the Black-Scholes option pricing model assuming
        a
        dividend yield of 0%, a risk-free interest rate of 4%, an expected life of
        two
        years and an expected volatility of 201%. The fair value of these warrants
        was
        $85,100 which resulted in a gain on settlement of $37,400. Pursuant to extending
        the term of a promissory note issued by the holder of the share purchase
        warrants on May 19, 2003, the share purchase warrants expiration date was
        extended to June 28, 2005.
 
 A
        summary
        of the Company’s stock purchase warrants as of June 30, 2005, and changes during
        the period ended is presented below:
 
 Number
                  of Warrants
              Weighted
                  average exercise price
                per
                  share
              Weighted
                  average remaining contractual life (in years)$Outstanding
                  at December 31, 2003
              2,000,000
              0.05
              1.49Balance
                  at December 31, 2004
              2,000,000
              0.05
              .49Exercised
                  June 22, 2005
              (2,000,000)Balance
                  at June 30, 2005
              -
              -
              -
 
   ***Page
            - 25***
 **COMMUNICATE.COM
              INC.**
 **NOTES
              TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **June
              30, 2005**
 **(unaudited)**
  
 **NOTE
        5 - RELATED PARTY TRANSACTIONS**
 
 During
        the quarter ended June 30, 2005 consulting fees totalling $63,000 (2004 -
        $60,000) were incurred and paid to three officers of the Company. Two of
        the
        officers each received 50,000 restricted common shares in lieu of bonus payable
        of $20,000.
 
 During
        the quarter ended June 30, 2005 2,000,000 restricted common shares were issued
        to a principals of Pacific Capital Markets Inc. who are parents of an officer
        and director of the Company pursuant to the exercise of warrants..
 
 **NOTE
        6 - FINANCIAL INSTRUMENTS**
 
 **Interest
        rate risk exposure**
 The
        Company has limited exposure to any fluctuation in interest rates.
 
 **Foreign
        exchange risk**
 The
        Company is subject to foreign exchange risk for sales and purchases denominated
        in foreign currencies. Foreign currency risk arises from the fluctuation
        of
        foreign exchange rates and the degree of volatility of these rates relative
        to
        the United States dollar. The Company does not actively manage this
        risk.
 
 **Concentration
        of credit risk**
 Financial
        instruments, which potentially subject the Company to concentrations of credit
        risk, consist primarily of cash and cash equivalents and trade accounts
        receivable. The Company limits its exposure to credit loss by placing its
        cash
        and cash equivalents on deposit with high credit quality financial institutions.
        Receivables arising from sales to customers are generally not significant
        individually and are not collateralized. Management continually monitors
        the
        financial condition of its customers to reduce the risk of loss.
 
 **Fair
        values of financial instruments**
 The
        Company’s financial instruments include cash and cash equivalents, accounts
        receivable, and accounts payable and accrued liabilities. The fair values
        of
        these financial instruments approximate their carrying values.
 
 
 **NOTE
        7 - INCOME TAXES**
 
 The
        Company’s subsidiary, DHI is subject to Canadian federal and British Columbia
        provincial taxes in Canada and the Company is subject to United States federal
        and state taxes.
 
 As
        at
        June 30, 2005 the Company and its subsidiaries have  net
        operating loss carryforwards of approximately $3,500,000 that
        result in deferred tax assets. The majority of the loss carryforwards will
        expire, if not utilized, through 2025 with the majority expiring by 2006.
        The
        Company’s subsidiary DHI also has approximately $1,500,000 in undepreciated
        capital costs relating to fixed assets that have not been amortized for tax
        purposes. These costs may be amortized in future as necessary to reduce taxable
        income. M anagement
        believes that t he
        realization of the benefits from these deferred tax assets appears uncertain
        due
        to the Company’s limited profitable operating history and current business
        plans. Accordingly, a full deferred tax asset valuation allowance has been
        provided and no deferred tax asset benefit has been recorded.
 
  ***Page
            - 26***
 **COMMUNICATE.COM
              INC.**
 **NOTES
              TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **June
              30, 2005**
 **(unaudited)**
  
 **NOTE
        8 - SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS**
 Six
                  month period ended June 30, 2005
              Six
                  month period
                ended
                  June 30, 2004Cash
                  paid during the period for:Interest
              
              $
                  -
              $
                  7,656Income
                  taxes
              
              $
                  -
              $
                  -
 
 Refer
        to
        Note 4(a).
 
 On
        January 7, 2004, 50,000 shares were issued in settlement of $10,000 of DHI’s
        bonus payable. (Refer to Note 4.)
 On
        May
        16, 2005, 160,000 shares were issued in settlement of $76,800 of DHI’s bonus
        payable. (Refer to Note 4.)
 
 
 **NOTE
        9 - CONTINGENCIES**
 
 The
        former Chief Executive Officer of DHI commenced a legal action against DHI
        on
        March 9, 2000 for wrongful dismissal and breach of contract. He is seeking,
        at a
        minimum, 18.39% of the outstanding shares of DHI, specific performance of
        his
        contract, special damages in an approximate amount of $30,000, aggravated
        and
        punitive damages, interest and costs. On June 1, 2000, Communicate.com filed
        a
        Defence and Counterclaim against this individual claiming damages and special
        damages for breach of fiduciary duty and breach of his employment contract.
        The
        outcome of these legal actions is currently not determinable and as such
        the
        amount of loss, if any, resulting from this litigation is presently not
        determinable.
 
 
 **NOTE
        10 - DOMAIN NAME SALES**
 
 On
        July
        3, 2003, DHI entered into agreements to sell automobile.com, body.com,
        exercise.com and makeup.com to Manhattan Assets Corp. for a total sales price
        of
        $1,000,000. Upon entering into the agreements, DHI received a non-refundable
        $50,000 payment for each of the four domain names totalling $200,000 and
        granted
        Manhattan Assets the option to purchase the four domain names for $200,000
        each,
        with payments due beginning on November 3, 2003 and every three-month thereafter
        until August 3, 2004. If any of the payments are not made on the specified
        date,
        Manhattan Assets forfeits its rights to purchase under the agreement. In
        September 2004, pursuant to an amendment between the parties to the July
        3, 2003
        agreement of sale, DHI agreed to substitute call.com in place of body.com.
        Manhattan Assets has paid $1,000,000 to DHI under the terms of the contract
        and
        the Company has paid $100,000 in commissions on the $1,000,000.
 
 DHI
        retains a perpetual royalty right to each of the domain names sold commencing
        on
        the fourth month after each sale. The royalty is calculated and payable monthly
        as the greater of 5% of net revenues arising from the sale of products and
        services marketed on web pages hosted on the domain names, or $2,500, commencing
        January 2005. No value was recorded for the perpetual royalty upon sale or
        transfer of a domain name right as future royalty amounts are not readily
        determinable and collectability is not reasonably assured. DHI has waived
        the
        royalty receivable from Manhattan Assets until July 2005 while awaiting the
        development of the websites.
 
 
 **NOTE
        11 - SUBSEQUENT EVENTS**
 
 On
        July
        19, 2005, FT filed a Form SB-2 registration statement with the U.S, Securities
        and Exchange Commission offering up to 4,000,000 new common shares at a price
        of
        $0.50 per common share. The monies to be raised are intended for development
        of
        FT’s business, including call center operations, technology investment and
        working capital. The Company is not obligated to undertake any portion of
        the
        offering, and if the maximum offering is sold by FT the Company’s interest in FT
        may decrease from 50.4% to 40%.
 
 
 ***Page
            - 27***