**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, 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)





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


**[
      X ] Yes [  ] No**





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


**[ 
      ] Yes [ X ] No**





**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 November 10,
      2005


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





***Page
          - 1***


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


**REPORT
      ON FORM 10-QSB**


**QUARTER
      ENDED SEPTEMBER 30, 2005**


**TABLE
      OF CONTENTS**





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





Item
      1.Financial
      Statements





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


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


Consolidated
      Statements of Cash Flows for the periods ended
      September 30, 2005 and September 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 - FINANCIAL INFORMATION**








**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, sales commissions from the sale of third-party products and
      services utilizing the Internet, "pay-per-click" revenue and the trading of
      domain name assets. 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 employs twenty-three 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 EndedSeptember
                30, 2005
            
            
            September
                30, 2004Statements
                of Operations DataDomain
                Name Leasing and Advertising
            $
            256,705
            
            $
            171,885Domain
                Name
            
            --
            
            
            200,000eCommerce
            
            760,954
            
            
            445,271Total
                Sales
            
            1,017,659
            
            
            817,156Domain
                Names
            
            --
            
            
            96,835eCommerce
            
            602,648
            
            
            356,526Total
                Cost of Sales
            
            602,648
            
            
            453,361Gross
                Profit
            
            415,011
            
            
            363,795Marketing
            
            (43,295
            )
            
            (24,274
            )General
                and Administrative
            
            (80,307
            )
            
            (67,922
            )Management
                Fees and Salaries
            
            (217,750
            )
            
            (166,735
            )Professional
                Fees
            
            (24,404
            )
            
            (2,782
            )Depreciation
            
            (3,113
            )
            
            (801
            )Operating
                Income
            
            46,142
            
            
            101,281Gain
                on Debt Settlement
            
            52,788
            
            
            --Non-Controlling
                Interest Share of Loss
            
            17,679
            
            
            32,702Dilution
                Gain in Subsidiary
            
            --
            
            
            3,274Net
                Income for the Period
            $
            116,609
            
            $
            137,257Basic
                Earnings (Loss) per Share
            $
            0.01
            
            $
            0.01Weighted
                Average Shares Outstanding
            
            16,068,613
            
            
            14,933,793





Balance
                Sheet Data
            
            As
                at
              September
                30, 2005
            
            
            As
                at
              December
                31, 2004Current
                Assets
            $
            1,492,469
            
            $
            1,064,928Fixed
                Assets
            
            48,663
            
            
            26,394Intangible
                Assets
            
            1,539,678
            
            
            1,502,178Total
                Assets
            $
            3,080,810
            
            $
            2,605,164Accounts
                Payable & Accrued Liabilities
            $
            450,006
            
            $
            665,195Non-Controlling
                Interest
            
            10,784
            
            
            --Common
                Stock
            
            10,708
            
            
            6,331Additional
                Paid in Capital
            
            3,443,809
            
            
            3,133,886Accumulated
                Deficit
            
            (834,497
            )
            
            (1,200,248
            )Total
                Stockholders’ Equity
            $
            2,620,020
            
            $
            1,939,969Total
                Liabilities and Stockholders’ Equity
            $
            3,080,810
            
            $
            2,605,164





***Page
          - 4***


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





REVENUES
      AND COSTS OF REVENUES .





Domain
      Name Leasing and Advertising . In
      the
      third quarter of 2005, Registrant generated domain name leasing and advertising
      revenue of $256,705 as compared to $171,885 in the third quarter of 2004, an
      increase of 49.4%. Management is satisfied with the current result as it
      surpasses Management’s growth target of 40% year-over-year. Management is
      continuing its effort to add to its domain portfolio to enhance revenue
      generation and is maintaining its growth target while certain domain names,
      such
      as body.com, are slated for development into ecommerce retailing sites. As
      more
      domain names are converted to retailing sites, domain name leasing and
      advertising growth will be curtailed while eCommerce sales will
      increase.





Domain
      Name Sales .





In
      the
      third 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 third quarter of 2005, the combined retail
      sites generated sales of $583,933 (2004 Q3 - $339,604), or approximately $6,347
      per day (2004 Q3 - $3,691 per day), with cost of purchases and shipping totaling
      $456,071 (2004 Q3 - $268,890) resulting in gross profit of $127,862 and gross
      profit margin of approximately 21.9% (2004 Q3 - 20.8%). Comparable quarterly
      sales have increased by 72.0% and gross profit margin in percentage term has
      increased by 5.3%. The improvement to current gross margin percentage over
      the
      previous quarter’s gross margin percentage of 17.1% reflected a more stringent
      fragrance vendor selection process based on analyzing a vendor’s stock
      selection, quoted margin, past service history and shipping costs. Also, with
      respect to karate.com, management improved on the sporting goods product mix
      and
      profit margin by eliminating items which involve high shipping costs. Management
      is continuously monitoring its overall product offerings and profit margins
      to
      maintain an acceptable gross profit margin of between 20% to 22% and to add
      growth to overall eCommerce sales. One disappointment is that the launch of
      body.com has been delayed to 2006 as management will instead focus on the
      holiday shopping period occurring in the fourth quarter of 2005.





In
      the
      third quarter of 2005, Registrant through its travel business subsidiary
      generated product sales of $172,337 at a cost of $146,577 as compared to sales
      of $105,603 at a cost of $87,636 in the third quarter of 2004. The travel
      operation incurred a net loss of $35,629 in the third quarter of 2005 and an
      accumulated deficit of $317,192 since inception in October 2002. During the
      third quarter of 2005, the subsidiary incurred accounting and legal fees of
      $13,168 related to its Form SB-2 filing. By excluding such fees, the loss would
      have been reduced to $22,461, an increase over the previous quarter’s loss of
      $15,787. While Management has reduced the monthly overhead by consolidating
      its
      base of operation it has not reached its revenue target of $150,000 per month
      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 month 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 third quarter of 2005, Registrant recorded marketing expenses
      of $43,295 or 7.4% of eCommerce sales as compared to $24,274 or 7.2% of
      comparable third quarter 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 third quarter of 2005,
      Registrant recorded general and administrative expense of $80,307 (7.9% of
      total
      sales) as compared to $67,922 in the third quarter of 2004, an increase of
      18.2%. Overhead costs have increased in line with increased staff and related
      costs. The currency exchange rate between the Canadian dollar and the US dollar
      has increased by over 10% and has contributed to costs which were primarily
      invoiced in Canadian dollars. Management expects general and administrative
      expenses to increase as total revenue increases but will attempt to maintain
      general and administrative costs below 10% of total sales.





MANAGEMENT
      FEES AND SALARIES. In the third quarter of 2005, Registrant incurred management
      fees and staff salaries of $217,750, an increase of 30.6% over the third quarter
      of 2004 of $166,735. New hires, scheduled salary and wage increases, and the
      fluctuation in the Canadian dollar have all impacted this line of expenses.
      Management expects staff salaries to increase slightly in the coming quarters
      as
      hiring slows down while management assesses productivity returns.





PROFESSIONAL
      FEES. Professional fees include legal and auditing fees. During the third
      quarter of 2005, professional fees totaled $24,404 as compared to $2,782 in
      2004, an increase of 777%. Both legal and auditing fees have increased because
      the Registrant’s travel services subsidiary has filed its Form SB-2 to offer up
      to 4,000,000 common shares at a price of $0.50 per share. Any funds received
      by
      the Registrant’s travel business subsidiary on this offering will be used for
      the development of its travel business. Other than professional fees related
      to
      the travel subsidiary’s Form SB-2 filing, Management is unaware of factors which
      are likely to increase professional fees in the fourth 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 both company
      owned inventory and of inventory owned by third parties; (iii) fees resulting
      from Internet traffic click-throughs generated by company owned domain name
      assets; and (iv) trading of domain name assets.




***Page
          - 6***





Management’s
      previously stated goal of eliminating the working capital deficiency has been
      achieved in the third quarter of 2004 and maintained into the third quarter
      of
      2005. At September 30, 2005 Registrant had current assets in excess of current
      liabilities resulting in a positive working capital of $1,042,463 as compared
      to
      a working capital of $411,397 at the fiscal year ending December 31, 2004.
      During the nine-months ended September 30, 2005 Registrant had net income of
      $365,751 and an increase in cash of $424,888, compared to net income of $303,352
      and an increase in cash of $192,537 for the same nine-month period of last
      year.
      Operating activities generated cash inflows of $157,768 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 nine-month period ended
      September 30, 2005. During the nine months ended September 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 September 30, 2005, Registrant has reduced
      its
      accumulated deficit to $834,497 from $1,200,248 and has stockholders’ equity of
      $2,620,020.





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 first nine months 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. Since
      inception, FT has raised $338,926 in private placement equity, including
      $120,000 invested by the Registrant, and accumulated a deficit of $317,192
      with
      total shareholders’ equity of $21,734. 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.





***Page
          - 7***





**(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.**





**Disclosure
      Controls and Procedures**





David
      M.
      Jeffs, Registrant’s Chief Executive Officer, and J. Cameron Pan, Registrant’s
      Chief Financial Officer have evaluated the effectiveness of Registrant’s
      disclosure controls and procedures (as such term is defined in Rules 13a-15
      and
      15d-15 under the Securities Exchange Act of 1934 (the “Exchange Act” )) as of
      the end of the period covered by this quarterly report (the “Evaluation Date”).
      Based on such evaluation, they have concluded that, as of the Evaluation Date,
      Registrant’s disclosure controls and procedures are effective in alerting
      Registrant on a timely basis to material information required to be included
      in
      its reports filed or submitted under the Exchange Act.





**Changes
      in Internal Controls**





During
      the quarter of the fiscal year covered by this report, there were no changes
      in
      Registrant’s internal controls or, to the Registrant’s knowledge, in other
      factors that have materially affected, or are reasonably likely to materially
      affect, these controls and procedures subsequent to the date Registrant carried
      out this evaluation.


***Page
          - 8***


**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.





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.




***Page
          - 9***





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.





Item
      6. Exhibits.





(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








***Page
          - 10***


**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:  **November
      10, 2005**








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


Name:  **J.
      Cameron Pan**


Title **:**  **CFO**


Dated:  **November
      10, 2005**





***Page
          - 11***







**Exhibit
      31**





***Page
          - 12***


**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 report;




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




4.
      The
      small business issuer’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
      small business issuer and have:




(a)
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the small business issuer, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being prepared;




(b)
      Designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;




(c)
      Evaluated the effectiveness of the small business issuer’s disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on such evaluation; and




(d)
      Disclosed in this report any change in the small business issuer’s internal
      control over financial reporting that occurred during the small business
      issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal
      quarter in the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the small business issuer’s internal
      control over financial reporting; and




5.
      The
      small business issuer’s other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial reporting,
      to
      the small business issuer’s auditors and the audit committee of the small
      business issuer’s board of directors (or persons performing the equivalent
      functions):




(a)
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer’s ability to record, process,
      summarize and report financial information; and




(b)
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the small business issuer’s internal control over
      financial reporting.







Date:
      November 10, 2005







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


David
      M
      Jeffs, Director and CEO


***Page
          - 13***


**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 report;




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




4.
      The
      small business issuer’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
      small business issuer and have:




(a)
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the small business issuer, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being prepared;




(b)
      Designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;




(c)
      Evaluated the effectiveness of the small business issuer’s disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on such evaluation; and




(d)
      Disclosed in this report any change in the small business issuer’s internal
      control over financial reporting that occurred during the small business
      issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal
      quarter in the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the small business issuer’s internal
      control over financial reporting; and




5.
      The
      small business issuer’s other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial reporting,
      to
      the small business issuer’s auditors and the audit committee of the small
      business issuer’s board of directors (or persons performing the equivalent
      functions):




(a)
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer’s ability to record, process,
      summarize and report financial information; and






(b)
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the small business issuer’s internal control over
      financial reporting.







Date:
      November 10, 2005







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


J
      Cameron
      Pan - CFO


***Page
          - 14***







**Exhibit
      32**





***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 September 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






November
      10, 2005













***Page
          - 16***









**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, 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




November
      10, 2005







***Page
          - 17***


**COMMUNICATE.COM
        INC.**
 
 **INTERIM
        CONSOLIDATED FINANCIAL
        STATEMENTS**
 
 **SEPTEMBER
        30, 2005**
 
 
 (UNAUDITED)
 
 
 **CONSOLIDATED
        BALANCE SHEETS**
 
 **INTERIM
        CONSOLIDATED STATEMENTS OF
        OPERATIONS**
 
 **INTERIM
        CONSOLIDATED STATEMENTS OF CASH
        FLOWS**
 
 **NOTES
        TO INTERIM CONSOLIDATED FINANCIAL
        STATEMENTS**
 
 
  ***Page
            - 18***
  **COMMUNICATE.COM
        INC.**
 
 **CONSOLIDATED
        BALANCE SHEETS**
 
 September
                  30,
                2005
              
              
              December
                  31,
                2004(unaudited)**ASSETS****CURRENT
                  ASSETS**Cash
                  and cash equivalents
              $
              1,489,816
              
              $
              1,064,928Accounts
                  receivable
              
              2,653
              
              
              9,373Advances
                  receivable
              
              -
              
              
              2,2911,492,469
              
              
              1,076,592**FIXED
                  ASSETS**
              
              48,663
              
              
              26,394**INTANGIBLE
                  ASSETS**(Note
                  2)
              
              1,539,678
              
              
              1,502,178$
              3,080,810
              
              $
              2,605,164**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY****CURRENT
                  LIABILITIES**Accounts
                  payable and accrued liabilities
              $
              450,006
              
              $
              665,195**NON-CONTROLLING
                  INTEREST**(Note
                  3)
              
              10,784
              
              
              -**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
              
              (834,497
              )
              
              (1,200,248
              )2,620,020
              
              
              1,939,969$
              3,080,810
              
              $
              2,605,164
 
 
 The
        accompanying notes are an integral part of these interim consolidated financial
        statements.
 
  ***Page
            - 19***
  **COMMUNICATE.COM
        INC.**
 **INTERIM
        CONSOLIDATED STATEMENTS OF
        OPERATIONS**
 (unaudited)
 
 Three
                  months ended
                Sept.
                  30, 2005
              
              
              Three
                  months ended
                Sept.
                  30, 2004
              
              
              Nine
                  months ended
                Sept.
                  30, 2005
              
              
              Nine
                  months ended
                Sept.
                  30, 2004**SALES**Domain
                  name leasing and advertising
              $
              256,705
              
              $
              171,885
              
              $
              844,185
              
              $
              397,889Domain
                  names
              
              -
              
              
              200,000
              
              
              -
              
              
              600,000eCommerce
              
              760,954
              
              
              445,271
              
              
              2,201,855
              
              
              1,048,483Total
                  sales
              
              1,017,659
              
              
              817,156
              
              
              3,046,040
              
              
              2,046,372**COST
                  OF SALES**Domain
                  names
              
              -
              
              
              96,835
              
              
              -
              
              
              279,486eCommerce
              
              602,648
              
              
              356,526
              
              
              1,821,507
              
              
              833,935Total
                  cost of sales
              
              602,648
              
              
              453,361
              
              
              1,821,507
              
              
              1,113,421**GROSS
                  PROFIT**
              
              415,011
              
              
              363,795
              
              
              1,224,533
              
              
              932,951**EXPENSES**Marketing
              
              43,295
              
              
              24,274
              
              
              119,368
              
              
              50,993General
                  and administrative
              
              80,307
              
              
              67,922
              
              
              216,031
              
              
              229,872Management
                  fees and salaries
              
              217,750
              
              
              166,735
              
              
              614,896
              
              
              382,724Professional
                  fees
              
              24,404
              
              
              2,782
              
              
              56,092
              
              
              18,110Depreciation
              
              3,113
              
              
              801
              
              
              7,711
              
              
              1,971368,869
              
              
              262,514
              
              
              1,014,098
              
              
              683,670**INCOME
                  BEFORE OTHER ITEMS**
              
              46,142
              
              
              101,281
              
              
              210,435
              
              
              249,281**GAIN
                  ON DEBT SETTLEMENT**
              
              52,788
              
              
              -
              
              
              69,000
              
              
              -**NON-CONTROLLING
                  INTEREST SHARE OF LOSS IN FREQUENT TRAVELER.COM**(Note3)
              
              17,679
              
              
              32,702
              
              
              60,044
              
              
              41,718**DILUTION
                  GAIN IN****FREQUENT
                  TRAVELLER.COM**(Note 3)
              
              -
              
              
              3,274
              
              
              26,272
              
              
              12,353**INCOME
                  BEFORE INCOME TAXES**
              
              116,609
              
              
              137,257
              
              
              365,751
              
              
              303,352**INCOME
                  TAXES**(Note
                  7)Current
              
              44,312
              
              
              60,366
              
              
              138,986
              
              
              133,415Recovery
                  of deferred tax assets
              
              (44,312
              )
              
              (60,366
              )
              
              (138,986
              )
              
              (133,415
              )**NET
                  INCOME FOR THE PERIOD**
              $
              116,609
              
              $
              137,257
              
              $
              365,751
              
              $
              303,352**EARNINGS
                  PER SHARE:**Basic****
              $
              0.01
              
              $
              0.01
              
              $
              0.02
              
              $
              0.02Diluted****
              $
              0.01
              
              $
              0.01
              
              $
              0.02
              
              $
              0.02**WEIGHTED
                  AVERAGE NUMBER OF COMMON**
                **SHARES
                  OUTSTANDING:**Basic
              
              16,068,613
              
              
              14,933,793
              
              
              16,068,613
              
              
              14,856,485Diluted
              
              16,068,613
              
              
              17,142,126
              
              
              16,068,613
              
              
              17,064,818
 
 
 
 The
        accompanying notes are an integral part of these interim consolidated financial
        statements.
  ***Page
            - 20***
  
 **COMMUNICATE.COM
        INC.**
 
 **INTERIM
        CONSOLIDATED STATEMENTS OF CASH
        FLOWS**
 (unaudited)
 Nine
                  months ended Sept. 30, 2005
              
              
              Nine
                  months ended Sept. 30, 2004**CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net
                  income for the period
              $
              365,751
              
              $
              303,352Adjustments
                  to reconcile net income to net cash
                from
                  operating activities-
                  non-controlling interest share of losses (Note 3)
              
              (60,044
              )
              
              (41,718
              )-
                  dilution gain in Frequent Traveller.com (Note 3)
              
              (26,272
              )
              
              (12,353
              )-
                  non-cash cost of domain name sales
              
              -
              
              
              209,090-
                  depreciation
              
              7,711
              
              
              1,971-
                  accounts and advances receivable
              
              9,011
              
              
              11,120-
                  prepaid expenses
              
              -
              
              
              2,067-
                  accounts payable and accrued liabilities
              
              (138,389
              )
              
              (173,780
              )**CASH
                  FROM****(USED IN)****OPERATING
                  ACTIVITIES**
              
              157,768
              
              
              299,749**CASH
                  FLOWS FROM INVESTING ACTIVITIES**-
                  purchase of computer equipment
              
              (29,980
              )
              
              (7,502
              )**CASH
                  FLOWS USED IN INVESTING ACTIVITIES**
              
              (29,980
              )
              
              (7,502
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES**-
                  issuance of common stock for share subscriptions (Note 4)
              
              100,000
              
              
              68,000-
                  issuance of common stock for warrants exercised (Note 4 and
                  5)
              
              100,000
              
              
              --
                  issuance of common stock by FT.com(Note 3)
              
              97,100
              
              
              51,726-
                  loan proceeds (repayments)
              
              -
              
              
              (200,000
              )**CASH
                  FLOWS FROM (USED IN) FINANCING ACTIVITIES**
              
              297,100
              
              
              (80,274
              )**EFFECT
                  OF EXCHANGE RATE CHANGES**
              
              -
              
              
              (19,436
              )**INCREASE
                  IN CASH AND CASH EQUIVALENTS**
              
              424,888
              
              
              192,537**CASH
                  AND CASH EQUIVALENTS, BEGINNING OF PERIOD**
              
              1,064,928
              
              
              393,039**CASH
                  AND CASH EQUIVALENTS, END OF PERIOD**
              $
              1,489,816
              
              $
              585,576**SUPPLEMENTAL
                  CASH FLOW INFORMATION**(Refer
                  to Note 8)
 
 
 The
        accompanying notes are an integral part of these interim consolidated financial
        statements.
 
 
  ***Page
            - 21***
   **COMMUNICATE.COM
        INC.**
 **NOTES
        TO INTERIM CONSOLIDATED FINANCIAL
        STATEMENTS**
 **SEPTEMBER
        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
        September 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 September 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
            - 22***
 **COMMUNICATE.COM
          INC.**
 **NOTES
          TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
          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, where the Company acts as the merchant of record and has inventory
        risk are recorded on a “gross” basis. Customer deposits received prior to ticket
        issuance or 30-days prior to travel are recorded as deferred revenue. Where
        the
        Company does not act as the merchant of record and has no inventory risk,
        revenues are recorded at the “net” amounts, without any associated cost of
        revenue in accordance with EITF 99-19.
 
 **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:
 
 Nine
                  months ended
                September
                  30, 2005
              
              
              Nine
                  months ended
                September
                  30, 2004Net
                  income for the period
              
              
              As
                  reported
              
              $
              365,751
              
              $
              303,352SFAS
                  123 compensation expense
              
              
              Pro-forma
              
              
              -
              
              
              (1,468
              )Net
                  income for the period
              
              
              Pro-forma
              
              $
              365,751
              
              $
              301,884Pro-forma
                  basic net income per share
              
              
              Pro-forma
              
              $
              0.02
              
              $
              0.02Pro-forma
                  diluted net income per share
              
              
              Pro-forma
              
              $
              0.02
              
              $
              0.02
 
 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
            - 23***
 **COMMUNICATE.COM
            INC.**
 **NOTES
            TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
            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 September 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
            - 24***
 **COMMUNICATE.COM
            INC.**
 **NOTES
            TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
            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 September 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.
 
 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
        will decrease from 50.4% to 40%. While the registration process is continuing,
        the Company cannot estimate when, or if, the Form SB-2 filed by FT will become
        effective and whether the offering will be sold by FT.
 
 
 **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.
 
  ***Page
            - 25***
 **COMMUNICATE.COM
            INC.**
 **NOTES
            TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
 **(unaudited)**
  
 **NOTE
        4 - CAPITAL STOCK (cont’d)**
 
 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.
 
 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 September 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
              )
              
              (0.10
              )
              
              (0.56
              )Exercisable
                  at December 31, 2004
              
              
              -
              
              
              -
              
              
              -Exercisable
                  at September 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 September 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
              
              
              0.49Exercised
                  June 22, 2005
              
              
              (2,000,000
              )
              
              (0.05
              )
              
              (0.49
              )Balance
                  at September 30, 2005
              
              
              -
              
              
              -
              
              
              -
 
   ***Page
            - 26***
 **COMMUNICATE.COM
            INC.**
 **NOTES
            TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
 **(unaudited)**
  
 **NOTE
        5 - RELATED PARTY TRANSACTIONS**
 
 During
        the nine-month ended September 30, 2005 consulting fees totalling $189,000
        (2004
        - $180,000) were incurred and paid to three officers of the
        Company.
 
 On
        May
        16, 2005, two of the officers each received 50,000 restricted common shares
        in
        lieu of bonus payable of $20,000.
 
 On
        June
        22, 2005, 2,000,000 restricted common shares were issued to 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. Refer to Note
        11.
 
 
 **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
        September 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
            - 27***
 **COMMUNICATE.COM
            INC.**
 **NOTES
            TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
 **(unaudited)**
  
 **NOTE
        8 - SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS**
 Nine
                  month period ended Sept. 30, 2005
              
              Nine
                  month period
                ended
                  Sept. 30, 2004Cash
                  paid during the period for:Interest
              $
              -
              
              $
              17,329Income
                  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 - SEGMENTED INFORMATION**
 
 The
        Company’s operations are conducted in two business segments, Internet Commerce
        and Travel Services. Revenues, operating profits and net identifiable assets
        by
        business segments are as follows:
 
 For
                  the nine months ended September 30, 2005Internet
                  Commerce
              
              Travel
                  Services
              
              Total$
              
              
              $
              
              
              $Revenue
              
              2,527,125
              
              
              518,915
              
              
              3,046,040Segment
                  Profit
              
              300,555
              
              
              (90,120
              )
              
              210,435Total
                  Assets
              
              2,969,836
              
              
              110,974
              
              
              3,080,810Intangible
                  Assets
              
              1,536,378
              
              
              3,300
              
              
              1,539,678
 
 
 For
                  the nine months ended September 30, 2004Internet
                  Commerce
              
              Travel
                  Services
              
              Total$
              
              $
              
              $Revenue
              
              1,860,842
              
              
              185,530
              
              
              2,046,372Segment
                  Profit
              
              345,309
              
              
              (96,028
              )
              
              249,281As
                  at December 31, 2004
              
              $
              
              
              $
              
              
              $Total
                  Assets
              
              2,573,825
              
              
              31,339
              
              
              2,605,164Intangible
                  Assets
              
              1,498,878
              
              
              3,300
              
              
              1,502,178
 
 The
        reconciliation of the segment profit to net income as reported in the financial
        statements is as follows:
 
 For
                  the nine months ended September 30
              
              2005
              
              
              2004$
              
              
              $Segment
                  Profit
              
              210,435
              
              
              249,281Gain
                  on Debt Settlement
              
              69,000
              
              
              -Non-Controlling
                  Interest
              
              60,044
              
              
              41,718Dilution
                  Gain in FrequentTraveller.com
              
              26,272
              
              
              12,353Net
                  Income
              
              365,751
              
              
              303,352
 
 
  ***Page
            - 28***
 **COMMUNICATE.COM
            INC.**
 **NOTES
            TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
 **(unaudited)**
  
 **NOTE
        10 - 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
        11 - 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. 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. As of September 30, 2005, 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 above noted 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 January 2006 while
        awaiting the development of the websites.
 
 
 ***Page
            - 29***