****

**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 September 30, 2003

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                       14,691,339 shares outstanding

$.001 Par Value                       as of November 12, 2003



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





**Page - 1**







**COMMUNICATE.COM INC.**

REPORT ON FORM 10-QSB

QUARTER ENDED SEPTEMBER 30, 2003

TABLE OF CONTENTS



PART I.            Financial Information



Item 1.            Financial Statements



Balance sheets as of September 30, 2003 and December 31, 2002

Statements of Operations as of September 30, 2003 and September 30, 2002

Statements of Cash Flows as of September 30, 2003

Notes to the 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.            Changes in Securities.



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 subsidiary, Domain Holdings, Inc. (formerly Communicate.com Inc.) (the "Subsidiary"), is involved in businesses that exploit commercial uses of the Internet. The Subsidiary markets and licenses a portfolio of approximately 40 domain names, 29 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 the debt of the Subsidiary. 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 online directly to customers fragrances and other beauty products.



Registrant presently has five sales and administrative staff and two technical employees, all of whom are employed by the Subsidiary. Whereas the Registrant previously has relied on hourly-contractors to meet its technical needs, improving business conditions enabled the hiring of full-time staff to sell its products and to service its websites.



(a)            Selected Financial Data



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




**Page - 3**






For the Quarters Ended
For the Nine-Month EndedSept 30, 2003
Sept 30, 2002
Sept 30, 2003
Sept 30, 2002Statements of Operations DataDomain Name Leasing and Advertising
$ 64,436
$ 92,931
$ 263,620
$ 274,854Domain Name Sales
200,000
--
200,000
260,000Product Sales and Other
130,298
6,177
186,056
43,991Total Revenues
$ 394,734
$ 99,108
$ 649,676
$ 578,945Domain Name Leasing and Advertising
--
--
--
--Cost of Domain Sales and Commission
$   20,000
--
$   20,000
$ 121,577Product Purchases
103,534
--
149,935
--Total Cost of Revenues
$ 123,534
--
$ 169,935
$ 121,577Gross Profit
$ 271,200
$ 99,108
$ 479,741
$ 457,368General and Administrative
($ 64,006)
($ 10,401)
($ 120,899)
($ 122,852)Professional Fees
(48,883)
(57,702)
(143,793)
(174,911)Depreciation
(722)
(1,100)
(2,396)
(3,778)Operating Income (Loss)
$ 157,589
$ 29,905
$ 212,653
$ 155,827Interest
(10,870)
(12,643)
(32,373)
(47,215)Gain on Settlement of Debts
--
54,403
--
54,403Loss on Acquisition of Minority Interest
(2,238)
--
(2,238)
(15,471)Net Income (Loss) Before Accounting Change
$ 144,481
$ 71,665
$ 178,042
$147,544Cumulative Effect of Accounting Change
--
--
--
($1,426,736)Net Income (Loss) for the Period
$ 144,481
$ 71,665
$ 178,042
($1,279,192)Basic Earnings (Loss) per Share Before Accounting Change
$ 0.01
$ 0.00
$ 0.01
$ 0.01Effect of Accounting Change
--
--
--
($ 0.10)Basic Earnings (Loss) per Share
$ 0.01
$ 0.00
$ 0.01
($ 0.09)Weighted Average Shares Outstanding
14,691,339
14,691,339
14,691,339
14,363,500




Balance Sheet Data
As at September 30, 2003
As at December 31, 2002Current Assets
$ 290,504
$ 77,459Fixed Assets
10,279
12,675Intangible Assets
1,793,264
1,793,264Total Assets
$ 2,094,047
$ 1,883,398Accounts Payable & Accrued Liabilities
$ 444,198
$ 357,233Loan Payable
375,000
375,000Total Liabilities
$ 819,198
$ 732,233Common Stock
$ 5,701
$ 5,201Additional Paid in Capital
3,066,516
3,066,516Accumulated Deficit
(1,797,368)
(1,921,052)Total Stockholders Equity
$ 1,274,849
$ 1,151,165




**Page - 4**









(b)            Results of Operations





REVENUES AND COSTS OF REVENUES.



Domain Name Leasing and Advertising. In the third quarter of 2003, Registrant generated domain name leasing and advertising revenue of $64,436 as compared to $92,931 in the third quarter of 2002, a decrease of 30.7%. Revenues from leasing have declined as the sports domain names are not currently being leased. Management does not anticipate leasing the sports domain names until the new fiscal year. Monthly revenues from advertising have declined also as several domain names, such as number.com and importers.com that previously were used for advertising are being developed for commercial evaluation during which time limited revenue is expected. While the pay-per-click advertising revenue continues to perform as expected as the Internet grows, this line of revenue will experience further decline of 30% in the fourth quarter. While Management strives to improve this line of business, there is no assurance that improvement can be achieved within the next two quarters.



Domain Names Sales. In the third quarter of 2003, Registrant sold an option for $200,000 non-refundable to an optionee to acquire four domain names  makep.com, automobile.com, exercise.com and body.com. The optionee has the rights to purchase from DHI each of the noted domain names for further payments of $200,000 every three-month in the next twelve-month period. In the fourth quarter of 2003, the optionee completed the purchase of makeup.com by paying $200,000. All proceeds from this purchase and sale, including the option amount, are subject to a finders fee of 10% payable to a related party who is a principal of Pacific Capital Markets Inc. which holds a promissory note issued by the Registrant. No such revenue was recorded in the third quarter of 2002. Other than the option agreement hereforth discussed, Registrant is not expected to generate any other trading revenue in the coming quarters; however Registrant will evaluate opportunities as they arise.



Management will continue to market its portfolio of domain names in fiscal 2003 and 2004 and identify potential purchasers who have substantial liquid assets to complete any contemplated purchase transactions. Management believes that its portfolio of generic products or services category domain names will continue to generate interest from potential partners or purchasers despite a softened domain names after-sales market because of the intuitive and traffic-generating characteristics of Registrants domain names.



Product Sales. Registrant began converting Internet traffic into customers by directly marketing and selling consumable goods. Beginning in May 2003, Registrant launched its cologne.com Internet site and perfume.com shortly thereafter. In the third quarter of 2003, the sites generated sales of $130,298, or approximately $1,500 per day, with cost of purchases and shipping totaling $103,534 resulting in gross profit margin of approximately 20.5%. Sales currently are averaging over $2,000 per day with a profit margin averaging below 20%. The margin is expected to move slightly lower as suppliers have indicated the firming of wholesale prices during the upcoming holiday season.





**Page - 5**




GENERAL AND ADMINISTRATIVE. Registrants general and administrative expenses consist primarily of salaries and related costs for general and corporate functions, including all facilities fees. In the third quarter of 2003, Registrant recorded general and administrative expense of $64,006 as compared to $10,401 in 2002. General and administrative expense has increased by approximately 615% in the third quarter year over year and by 75% over the previous quarter. The increase is in line with the hiring of several new staff in late June 2003. Management expects expenses to increase as hiring continues and overhead adapts to increased sales activities albeit at a reasonable and controlled pace.



PROFESSIONAL FEES. A substantial amount of the professional fees incurred were for legal and auditing fees related to costs of regulatory filings and for managements consulting fees. Registrant continues to seek ways to reduce these costs. During the third quarter of 2003, professional fees totaled $48,883 as compared to $57,702 in 2002, a decrease of 15.3%. While the Company continues to pursue litigation, management is unaware of factors which are likely to increase professional fees in the fourth quarter of 2003.



CHANGE IN ACCOUNTING POLICY. As at January 1, 2002, the Registrant recorded an impairment of its intangible assets held for resale as required upon adoption of SFAS 142 which resulted from a decline in the market value of the Registrants stock in the amount of $1,426,736. The charge is a non-cash item and does not affect the cash position of the Registrant.



(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 third parties; (iii) fees resulting from traffic click-throughs generated by the domain name assets; and (iv) trading of non-core domain name assets.



At September 30, 2003 Registrant had current liabilities in excess of current assets resulting in a working capital deficit of $153,694. During the nine-month ended September 30, 2003 Registrant had net income of $178,042 and an increase in cash of $196,539, compared to net loss of $1,324,129 and an increase in cash of $31,652 for the same period of last year. Operating activities generated cashflows of $250,897 from an increase in accounts payable and from net income generated during the nine-month period, offset by an increase in receivables and advances. Registrant has accumulated a deficit of $1,768,548 since inception and has a stockholders equity of $1,274,849 as at September 30, 2003. Due to the working capital deficit, there is substantial doubt about Registrants ability to continue as a going concern. Registrant will only be able to continue operations if it raises additional funds, either through profitable operations or outside funding. Registrant cannot predict whether it will be able to do so.



In October 2003, Registrant became a 63% majority shareholder of FrequentTraveller.com, a company focused as a travel agency business in general and more specifically assigned rescindable travel rights for Brazil.com, Indonesia.com, Malaysia.com and Vietnam.com. FrequentTraveller.com has three employees and is not expected to generate sufficient revenue to cover expenses for at least twelve months.



**Page - 6**




The Registrant negotiated with the lender to refinance a term loan $375,000 due and payable on June 28, 2003 with otherwise similar terms but with a new due and payable date of June 28, 2005. As such, the note has been reclassified as a long-term liability. On November 3, 2003, Registrant received $200,000 from the sale of a domain name. Registrant has used a portion of the net proceeds, net of a commission payable of $20,000 paid into trust, to reduce the principal owing on a note payable by $75,000 to $300,000. Registrant plans to set aside a portion of net proceeds from the three remaining planned sales of domain names to pay down the note and use the balance of proceeds for operations.



Registrant and its subsidiaries may not be able to satisfy its cash requirements for the next 12 months without having to raise additional funds. The Subsidiarys expected cash requirement for the next 12 months is $400,000.



Registrant expects to raise any additional funds not related to the term loan 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, particularly in light of existing market conditions and the perception by investors of those companies that, like the Registrant, engage in e-commerce and related businesses. In that case Registrant will proceed by approaching current shareholders for loans or equity capital to cover operating costs.



Although the foregoing actions are expected to cover Registrants anticipated cash needs for working capital and capital expenditures for at least the next twelve months, no assurance can be given that Registrant will be able to raise sufficient cash to meet these cash requirements.



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, the Registrants Chief Executive Officer and Chief Financial Officer believe the 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 the Registrant in this report is accumulated and communicated to the 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 the 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, the Subsidiary commenced a lawsuit in the Supreme Court of British Columbia (No. C996417) against Paul Green, the former chief executive officer of the Subsidiary, for breach of fiduciary duty for wrongfully attempting to appropriate the Subsidiarys business opportunities.  The Subsidiary 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 the Company cannot predict whether it will prevail, and if it does, what the terms of any judgment may be.



On March 9, 2000, Paul Green commenced a separate action in the Supreme Court of British Columbia (No. S001317) against the Subsidiary.  In that action, Paul Green claimed wrongful dismissal and a breach of contract on the part of the Subsidiary.  Paul Green is seeking an undetermined amount of damages and, among others, an order of specific performance for the issuance of a number of shares in the capital of the Subsidiary equal to 18.9% or more of the outstanding shares of the Subsidiary.  On June 1, 2000, the Subsidiary filed a statement of defence and counterclaim. Management intends to defend this action vigorously.



On July 14, 2003, Multinational Investment Corp. (MIC) commenced a legal action in the State of Virginia (No. L215105) against the Subsidiary for breach of contract regarding an agreement to purchase the domain name www.cricket.com and sought damages of $1.25 million plus interest at 9% from November 27, 2001 and title to the disputed domain name. On August 6, 2003 the Subsidiary filed its statement of defence and counterclaim alleging various breaches of contract, and on October 24, 2003, the Subsidiary filed an amended counterclaim, which includes Global Explorations, Inc. as a party defendant. The parties are currently engaged in settlement discussions; however, the Subsidiary intends to proceed with litigation if the matter cannot be resolved. 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. Changes in Securities.



None.





Item 3. Defaults Upon Senior Securities.



None.





**Page - 8**








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.



None.





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 third quarter ending September 30, 2003.








**Page - 9**




PART  II  -  SIGNATURES



In accordance with the requirements of the Exchange Act, the 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








by:/s/ J. Cameron Pan










**Page - 10**





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: November 13, 2003



***/s/ David M Jeffs*** David M Jeffs, Director and CEO

**Page - 11**









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: November 13, 2003







/s/ J Cameron Pan  J Cameron Pan - CFO



**Page - 12**









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 September 30, 2003 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. JeffsDavid M. Jeffs Chief Executive Officer November 13, 2003



**Page - 13**










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 September 30, 2003 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 PanJ. Cameron Pan Chief Financial Officer November 13, 2003

**Page - 14**







Exhibits



Financial Statements F-1





**Page - 15**












Communicate.com Inc.







INTERIM consolidated Financial Statements



SEPTEMBER 30, 2003





(Unaudited)







**Page - 16**










**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  September 30,
2003
December 31, 2002(Unaudited)**Assets****Current assets**Cash and cash equivalents
$         252,066
$         55,527Accounts receivable
21,667
19,957Advances receivable
14,788
-Prepaid expenses
1,983
1,975290,504
77,459**Fixed assets** (Note 3)
10,279
12,675**intangible assets held for resale**(Note 2)
1,793,264
1,793,264$     2,094,047
$    1,883,398**Liabilities AND Stockholders Equity****Current liabilities**Accounts payable and accrued liabilities
$        444,198
$       357,233Loan payable (Note 4)
-
375,000444,198
732,233**LOAN PAYABLE** (Note 4)
375,000
-819,198
732,233**Commitments and contingencies**(Notes 1 and 9)**Stockholders Equity**Capital stock (note 5)Authorized50,000,000 Common shares, $.001 par valueIssued and outstanding14,691,339 (2002  14,691,339) Common shares
5,701
5,701Additional paid in capital
3,066,516
3,066,516Accumulated deficit
(1,768,549)
(1,946,591)Accumulated other comprehensive income
(28,819)
25,5391,274,849
1,151,165$     2,094,047
$    1,883,398
     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 Sept 30,
2003
Three months
ended Sept 30,
2002
Nine months
ended Sept 30,
2003
Nine months
ended Sept 30,
2002**RevenueS**Domain name leasing and advertising
$         64,436
$       92,931
$        263,620
$        274,954Domain name sales (Note 10)
200,000
-
200,000
260,000Product sales and other
130,298
6,177
186,056
43,991Total revenues
394,734
99,108
649,676
578,945**COST OF REVENUES**Domain name leasing and advertising
-
-
-
-Cost of domain name sales and commission
20,000

20,000
121,577Product purchases
103,534
-
149,935
-Total cost of revenues
123,534
-
169,935
121,577**GROSS PROFIT**
271,200
99,108
479,741
457,368**Expenses**General and administrative
64,006
10,401
120,899
122,852Professional and consulting fees
48,883
57,702
143,793
174,911Depreciation
722
1,100
2,396
3,778113,611
69,203
267,088
301,541Operating INCOME
157,589
29,905
212,653
155,827**Interest EXPENSE**
(10,870)
(12,643)
(32,373)
(47,215)**GAIN ON SETTLEMENT OF DEBTS**
-
54,403
-
54,403LOSS ON ACQUISITION OF MINORITY INTEREST
(2,238)
-
(2,238)
(15,471)NET INCOME BEFORE the FOLLOWING
144,481
71,665
178,042
147,544CUMULATIVE EFFECT OF ACCOUNTING
CHANGE (Note 2)
-
-
-
(1,426,736)Net INCOME (loss) for the PERIOD
$         144,481
$          71,665
$         178,042
$    (1,279,192)**Basic EARNINGS (loss) per share BEFORE**
**CUMULATIVE EFFECT OF ACCOUNTING CHANGE**
$               0.01
$              0.00
$               0.01
$               0.01**EFFECT OF ACCOUNTing CHANGE**
-
-
-
(0.10)**Basic EARNINGS (loss) per share**
$               0.01
$              0.00
$               0.01
$             (0.09)**Weighted average number of common**
**shares outstanding**
14,691,339
14,691,339
14,691,339
14,363,500
 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)  Nine months ended
September 30, 2003
Nine months ended
September 30, 2002**Cash flows from operating activities**Net income (loss) for the period
$                 178,042
$          (1,279,192)Adjustments to reconcile net income (loss) to net cash
used in operating activities- cumulative effect of accounting change
-
1,426,736- gain on settlement of debts
-
(54,403)- non-cash expenses and costs of revenue
-
121,577- depreciation
2,396
3,778- accrued interest
-
37,162- accounts receivable
(1,710)
47,557- advances receivable
(14,788)
-- prepaid expenses
(8)
6,828- accounts payable and accrued liabilities
86,965
(3,288)- deferred revenue
-
(3,999)CASH FROM OPERATING ACTIVITIES
250,897
302,756**Cash flows from financing activities**- loan proceeds (repayments)
-
(263,617)- lease obligation repayments
-
(10,406)**Cash flows used in financing activities**
-
(274,023)EFFECT OF EXCHANGE RATE CHANGES
(54,358)
(11,858)**Increase in cash and cash equivalents**
196,539
16,875**Cash and cash equivalents, Beginning of PERIOD**
55,527
52,672**Cash and cash equivalents, End of PERIOD**
$                252,066
$                 69,547
    The accompanying notes are an integral part of these interim consolidated financial statements.  **Page - 20**
  Communicate.com Inc. notes to INTERIM consolidated financial statements September 30, 2003




NOTE 1  NATURE OF OPERATIONS AND BASIS OF PRESENTATION




The Company was incorporated October 10, 1995 under the laws of the State of Nevada and effective August 24, 2000 changed its name from Troyden Corporation to Communicate.com Inc. (CMNN or the Company). Effective November 10, 2000 the Company acquired a 52% controlling interest in Communicate.com Inc., an Alberta private company that changed its name to Domain Holdings Inc. on April 5, 2002 (DHI). During December 2000 CMNN acquired from minority shareholders an additional 31% of the outstanding shares of DHI.  In the second quarter of 2002, CMNN acquired a further 10% of the outstanding shares of DHI from minority shareholders and in the end of the third quarter of 2003, acquired another 1% of the outstanding shares of DHI from a minority shareholder. At September 30, 2003, CMNN owns 94% of the outstanding shares of DHI.



DHI owns a portfolio of simple, intuitive 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 also entered into agreements to sell or lease certain of its domain names that have no immediate plan for development.



The consolidated financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.  At September 30, 2003 the Company has a working capital deficiency of $153,694 and has incurred substantial losses since inception raising substantial doubt as to the Companys ability to continue as a going concern.  The Companys continued operations are dependent on its ability to obtain additional financing, settling its outstanding debts and to generate profitable operations.



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 have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2002 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 nine months ended September 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003.





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 and the 94% interest in its subsidiary, DHI.  All significant intercompany balances and transactions are eliminated on consolidation.



Fixed assets

Fixed assets are recorded at cost.  Depreciation is computed at the following rates over the estimated useful lives of the assets:





|Computer equipment     |  | 30% declining balance
|---------------------- |  | ---------------------
|Furniture and fixtures |  | 20% declining balance
|Office equipment       |  | 20% declining balance



One-half year depreciation is taken in the year of acquisition on certain capital assets.



**Page - 21**




Communicate.com Inc. notes to INTERIM consolidated financial statements September 30, 2003






NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (contd)




Revenue recognition

Revenues from the sale and lease of domain names, whose carrying values are recorded as intangible assets held for resale, consists primarily of funds earned for the transfer of rights to domain names that are currently in the Companys control. Collectibility of these proceeds is subject to a high level of uncertainty; accordingly revenues are recognized only as received in cash. Lease payments paid in advance are recorded as deferred revenue.



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.



Revenues 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.



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 (loss) and net income (loss) per share as if the Company had accounted for its for stock-based employee compensation using the fair value provisions of SFAS No. 123 using the assumptions as described in Note 5:





|                                     |             | Nine months ended
September 30, 2003 | Nine months ended
September 30, 2002
|------------------------------------ | ----------- | ------------------------------------ | ------------------------------------
|                                     |             |                                      |                                     
|Net income (loss) for the period     | As reported | $       144,481                      | $      (1,279,192)                  
|SFAS 123 compensation expense        | Pro-forma   | (18,633)                             | (4,641)                             
|                                     |             |                                      |                                     
|Net income for the period            | Pro-forma   | $       125,848                      | $      (1,283,833)                  
|                                     |             |                                      |                                     
|Pro-forma basic net income per share | Pro-forma   | $             0.01                   | $               (0.09)              



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.



**Page - 22**






Communicate.com Inc.



notes to INTERIM consolidated financial statements

September 30, 2003


(Unaudited)




NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (contd)



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.



Income taxes

The Company follows the liability method of accounting for income taxes. Under this method, future 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. Future 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 future 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 assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses 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, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates that prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year. Related translation adjustments are reported as a separate component of stockholders equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations.



Earnings (loss) per share

Basic earnings (loss) per share is computed by dividing earnings (loss) for the period by the weighted average number of common shares outstanding for the period. Fully diluted earnings (loss) 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. The presentation is only of basic earnings (loss) per share as the effect of potential dilution of securities has no effect on the current periods basic earnings per share.



Comprehensive income

Comprehensive income is defined as the change in equity from transactions, events and circumstances, other than those resulting from investments by owners and distributions to owners. Comprehensive income to date consists only of the net loss resulting from translation of the foreign currency financial statements of DHI.



Intangible assets held for resale

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 will no longer be amortized and will be 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.



Effective January 1, 2002, the Company adopted the provisions of SFAS 142 which, upon adoption, requires the Company to make an initial determination as to whether an impairment of its intangible assets held for resale has occurred as a result of adopting this new accounting policy. In accordance with the provisions of SFAS 142, the Company is required to compare its net book value to the overall market capitalization of the Company and if the market capitalization is less than the Companys net book value, to record an impairment of its intangible assets accordingly. As a result of applying this impairment test in the first quarter of 2002, the Company recorded a charge in the period of $1,426,736 as a cumulative effect of an accounting change.  The balance of the Companys intangible assets, being $1,793,264 at September 30, 2003, has been determined to have an indefinite life and management has determined that the value of its intangible asset does not require a further impairment charge.



**Page - 23**






NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (contd)




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.  To date the Company has not capitalized any website development costs.



Recent accounting pronouncements

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 141 (SFAS 141), Business Combinations, which eliminates the pooling method of accounting for business combinations initiated after June 30, 2001. In addition, SFAS 141 addresses the accounting for intangible assets and goodwill acquired in a business combination. This portion of SFAS 141 is effective for business combinations completed after June 30, 2001. The adoption of SFAS 141 does not have a material impact on the Companys financial position or results of operations.



Comparative figures

Certain of the comparative figures have been restated to conform to the current years presentation.





NOTE 3  FIXED ASSETS






|                                       | September 30, 2003 | December 31, 2002
|-------------------------------------- | ------------------ | -----------------
|Computer equipment                     | $      208,388     | $      208,388   
|Furniture and fixtures                 | 6,568              | 6,568            
|Office equipment                       | 3,993              | 3,993            
|                                       |                    |                  
|                                       | 218,949            | 218,949          
|Less: accumulated depreciation         | (64,247)           | (61,851)         
|Less: accumulated impairment provision | (144,423)          | (144,423)        
|                                       |                    |                  
|                                       | $       10,279     | $       12,675   





NOTE 4  LOAN PAYABLE




In connection with the acquisition of DHI, the Company entered into a Loan and Security Agreement dated November 10, 2000 with Pacific Capital Markets Inc. (PCMI), a British Columbia corporation. Under the terms of the agreement, PCMI agreed to loan the Company up to $1,500,000 to satisfy its obligation pursuant to the DHI purchase agreement dated November 10, 2000.  Amounts loaned by PCMI are secured by a promissory demand note (subsequently amended to a promissory note due June 28, 2005), bearing interest at the Royal Bank of Canada United States dollar prime rate plus 2%. In the event that the Company fails to repay the amounts due under this agreement, PCMI may, at its option, convert the balance of principal and interest due pursuant to this agreement into shares of the Companys common stock at a price equal to 80% of the average selling price of the Companys common stock for the fifteen days prior to conversion. As at September 30, 2003, $375,000 has been loaned by PCMI to the Company and a total of $32,373 of interest has been paid for the nine-month period ended September 30, 2003.



On November 3, 2003, the Company repaid principal of $75,000 on the promissory note to PCMI.  (See Note 11.)



**Page - 24**








NOTE 5  CAPITAL STOCK




The authorized capital of the Company consists of 50,000,000 Common Shares with a par value of $.001.



During June 2002, the Company issued 500,000 shares of restricted common stock of the Company in settlement of certain accounts payable of DHI in the amount of $50,000 owing to an individual who became a director of the Company in July 2002.



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 is $85,100 which resulted in a contribution to paid in capital of $85,100.



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 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 granted 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 is amortized to expense over the vesting period.  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.





NOTE 6  RELATED PARTY TRANSACTIONS




During the period ended September 30, 2003 consulting fees and salaries totalling $108,000 (2002 - $36,000) were incurred and paid to the two officers of the Company. At September 30, 2003 $76,000 remains owing to one officer and is included in accounts payable.  The $76,000 payable is unsecured and non-interest bearing and has no fixed terms of repayment however, management plans on paying the officer during the current fiscal year as funds become available.



During the quarter ended September 30, 2003 a commission payable of $20,000 has been accrued and funds put into trust for a related party who is a principal of Pacific Capital Markets Inc. (See Note 10) In November 2003, a further commission payable of $20,000 has been accrued in connection with the sale of domain names and funds put into trust for the same related party.  (See Note 11.)







**Page - 25**




NOTE 7  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 form 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; as a result, 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, bank indebtedness, accounts payable and accrued liabilities, loan payable, and lease obligation. The fair values of these financial instruments approximate their carrying values.





NOTE 8  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 September 30, 2003 the Company and its subsidiary have net operating loss carryforwards of approximately $3,400,000 that result in deferred tax assets.  The carryforwards will expire, if not utilized, commencing in 2006. The Companys subsidiary also has approximately $1,150,000 in fixed assets that have not been amortized for tax purposes. These fixed assets may be amortized in future at declining balance rates ranging from 20% to 100%, as necessary to reduce taxable income.  Management believes that the realization of the benefits from these deferred tax assets appears uncertain due to the Companys limited operating history and history of operating losses. Accordingly, a full deferred tax asset valuation allowance has been provided and no deferred tax asset benefit has been recorded.



No tax provision has been recorded for the current years earnings as the Company and DHI have sufficient loss carryforwards to offset all taxable income recorded in the year.





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 amount of CAN $37,537, aggravated and punitive damages, interest and costs.  On June 1, 2000, Communicate.com commenced an action 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.



On July 14, 2003, Multinational Investment Corp. (MIC) commenced a legal action in the State of Virginia against DHI for breach of contract regarding an agreement to purchase the domain name www.cricket.com and sought damages of $1.25 million plus interest at 9% from November 27, 2001 and title to the disputed domain name.  On August 6, 2003 DHI filed its statement



**Page - 26**




NOTE 9  CONTINGENCIES (contd)




of defence and counterclaim alleging various breaches of contract, and on October 24, 2003, DHI filed an amended counterclaim, which includes Global Explorations, Inc. as a party defendant. The parties are currently engaged in settlement discussions; however, DHI intends to proceed with litigation if the matter cannot be resolved. 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. Upon entering into the agreements, DHI received a non-refundable $50,000 payment for each of the four domain names totalling $200,000 and gave Manhatten Assets the options to purchase the four domain names for $200,000 each beginning on November 3, 2003 and every three-months thereafter until August 3, 2004.  The total sales price for the four domain names is $1,000,000. If any of the payments is not made on the specified date, Manhattan Assets forfeits its rights to purchase under the agreement. DHI retains a perpetual royalty right to each of the domain names sold commencing on the fourth month after each sale, calculated and payable monthly as the greater of 5% of net revenues or $2,500. A commission of 10% is payable to a related party on the sales proceeds of $1,000,000, but only as the proceeds are received (See Note 6).

NOTE 11  SUBSEQUENT EVENT




Frequenttraveller.com

On October 1, 2003, the Company acquired a 63% interest in FrequentTraveller.com Inc., a start-up online destination travel company in consideration for $35,000, to be paid in services.  Frequenttraveller.com has developed and is operating travel sales websites utilizing non-exclusive access to the Companys domain names Vietnam.com, Malaysia.com, Indonesia.com, Brazil.com and Canadian.com whereby the Company will continue to own the aforementioned domain names and to develop other businesses other than travel sales for them.  The Company will account for the transaction using the purchase method and consolidate the results from FrequentTraveller.com Inc. beginning October 1, 2003.



Sale of Makeup.com

On November 3, 2003, the Company sold the domain name makeup.com for $200,000 with a cost of $82,315 and accrued a commission payable of $20,000. Using the net proceeds, the Company repaid $75,000 principal on a note outstanding. (See Note 6 and 10.)





**Page - 27**