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

                                   FORM 10-KSB


[ X ]    ANNUAL REPORT UNDER SECTION 13 0R 15(D) OF THE SECURITIES EXCHANGE
         ACT OF 1934

                            For the fiscal year ended     DECEMBER 31, 2001
                                                       ------------------------

[ ]      TRANSITION REPORT UNDER SECTION 13 0R 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                                For the transition period from
                                                                ----------------
                                Commission file number     000-29929
                                                       -------------------------


                              COMMUNICATE.COM INC.
    -----------------------------------------------------------------------
                 (Name of Small Business Issuer in its charter)


<TABLE>

                            Nevada                                                    88-0346310
              ---------------------------------                           ---------------------------------
<S>                                                                      <C>
 (State or other jurisdiction of incorporation or organization)          (I.R.S. Employer Identification No.)


   600 - 1100 Melville Street, Vancouver, British Columbia                            V6E 4A6
   -------------------------------------------------------                --------------------------------
               (Address of principal executive offices)                              (Zip Code)
</TABLE>


Issuer's telephone number  (604) 697-0136
                           --------------


Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<S>                                                              <C>
                  TITLE OF EACH CLASS                            NAME OF EACH EXCHANGE ON WHICH REGISTERED

                          None                                                       N/A
              ------------------------------                     ------------------------------------------
</TABLE>


Securities registered pursuant to Section 12(g) of the Act:


                         Common Stock - $0.001 par value
    ------------------------------------------------------------------------
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the last 12 months (or for such shorter
period that the registrant was required to file such reports) YES [ X ] NO [ ],
and (2) has been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ x ]

<PAGE>

COMMUNICATE.COM INC.              FORM 10-KSB                       PAGE 2 OF 15

State issuer's revenues for its most recent fiscal year.               $276,434

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days: $993,394 AS OF MARCH 27, 2002 {$0.07 X
14,191,339}

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

                         Class                   Outstanding at March 27, 2002
                         -----                   -----------------------------

               Common Stock - $0.001 par value           14,191,339

Documents incorporated by reference:        NONE

Transitional Small Business Disclosure Format (Check one): YES   [  ]   NO  [X]





<PAGE>

COMMUNICATE.COM INC.              FORM 10-KSB                       PAGE 3 OF 15

FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-KSB for the year ended December 31, 2001,
including the discussion of the business of Communicate.com Inc. ("Communicate",
"CMNN" or the "Company"), management's discussion and analysis of financial
condition and results of operations, as well as other sections of this Annual
Report contain "forward-looking" statements within the meaning of United States
federal securities laws. These forward-looking statements involve a number of
risks and uncertainties, including, but not limited to, those discussed in this
paragraph. Factors that could cause future results to differ from these
expectations include general economic conditions particularly related to demand
for Communicate's products and services; changes in business strategy;
competitive factors (including the introduction or enhancement of competitive
services); pricing pressures; changes in operating expenses; inability to
attract or retain consulting, sales and/or development talent; changes in
customer requirements; and/or evolving industry standards; and other factors
described in Communicate's filings with the Securities and Exchange Commission.
The results that Communicate achieves may differ materially from any
forward-looking statements due to these risks and uncertainties. The
forward-looking statements in this annual report on Form 10-KSB for the fiscal
year ended December 31, 2001, are subject to risks and uncertainties that could
cause actual results to differ materially from this results expressed in or
implied by the statements contained in this report.

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

GENERAL

Communicate was incorporated under the laws of the State of Nevada on October
10, 1995 under the name "Troyden Corporation". Communicate changed its name on
August 21, 2000 to "Communicate.com Inc." Communicate has an authorized capital
of 50,000,000 shares of common stock with 14,191,339 shares currently issued and
outstanding.

Communicate's principal operating subsidiary, Domain Holdings Inc., an Alberta
corporation (the "Subsidiary" or "AlbertaCo") was incorporated under the laws of
British Columbia on July 4, 1994 under the name "IMEDIAT Digital Creations
Inc.". The Subsidiary changed its name on April 14, 1999 to Communicate.com Inc.
and, on April 5, 2002, changed its name to Domain Holdings Inc. The Subsidiary
has an authorized capital of an unlimited number of shares of common stock with
22,548,738 shares currently issued and outstanding, 18,793,119 (83%) of which
are held by Communicate.

Communicate was organized as a development stage company with the intent to
acquire assets or shares of an entity actively engaged in business that
generated revenues in exchange for Communicate's securities. On November 10,
2000, pursuant to an agreement with the principal shareholder of the Subsidiary,
Communicate acquired a majority interest in the Subsidiary and accordingly was
no longer considered a development stage company. See Item 5. - Market for
Common Equity - Recent Sales of Unregistered Securities.

Neither Communicate nor the Subsidiary has been involved in any bankruptcy,
receivership or similar proceedings. There has been no material
reclassification, merger, consolidation or purchase or sale of a significant
amount of assets not in the ordinary course of Communicate's business.

References in this Annual Report to Communicate include the Subsidiary, unless
otherwise stated.

BUSINESS OF COMMUNICATE AND THE SUBSIDIARY

Communicate's sole business currently is that of managing the business of the
Subsidiary. The Subsidiary is in the business of utilizing its exclusive
ownership of approximately 80 Internet domain names to develop internet-related
business ventures.

Of the eighty domain names, the Subsidiary holds title to more than 30
intuitive, generic domains in a variety of categories, such as Health & Beauty
(including Makeup.com and Perfume.com) and Sports & Recreation (including
Wrestling.com and Boxing.com). Communicate, through the Subsidiary seeks
opportunities to use these rights to develop, by itself and through alliances
with other entities a network of online businesses which can, among other
things, facilitate computerized on-line retail ordering services featuring the
goods and services of others retailers. The Company believes that operating
businesses in the network can share a common platform and infrastructure, which
holds the possibility of creating a scalable, adaptable and efficient way for
online retailers and other business to add branding and e-commerce channels to
their online strategy, while also capitalizing on the generic domain names'
ability to intuitively attract customers. Communicate also believes it may be
able to create


<PAGE>

COMMUNICATE.COM INC.              FORM 10-KSB                       PAGE 4 OF 15

economies of scale which will allow strategic partners to participate in
e-commerce faster and more cost effectively. Communicate's business model for
these operating businesses includes multiple revenue streams via e-commerce,
data mining, infrastructure/shared services, and sponsorships/advertising.

A key target for Communicate's products are established non-Internet businesses
that are leaders or near-leaders in their respective industries, where
Communicate offers a long-term, strategic partnership in exchange for
commitments which could include cash, marketing exposure, access to limited
products, and business development activities. Another related target for
Communicate's products are end-consumers who purchase the products and services
that are represented by Communicate's various operating online businesses. From
the last quarter of 2000 to the end of fiscal 2001, Communicate implemented this
strategy by entering into arrangements pursuant to which Communicate transferred
or licensed rights to utilize generic domain names owned by Communicate to
existing entities in return for cash payments and, in some cases, an equity
participation in the entity or a joint venture established to exploit the name.
The Company expects to continue to seek additional opportunities utilizing its
domain names.

At the same time, Communicate recognizes opportunities which arise to monetize
its ownership of domain names which may be more valuable to Communicate's
shareholders than the exploitation of the ownership value of the names. At the
end of fiscal 2001, Communicate and its Subsidiary entered into a purchase and
sales agreement to sell all the domain name assets of the Subsidiary for US$1.5
million, subject to approval from the shareholders of Communicate and the
shareholders of its Subsidiary. Prior to obtaining approval from the
shareholders of Communicate, on February 27, 2002 the purchaser decided to
withdraw its offer to purchase and Communicate and its Subsidiary mutually
agreed to release the purchaser from its obligation and to return the funds held
in escrow. Management believe the value of the domain name assets is
substantially higher than the offer received based on market information and
subsequent negotiations with other potential purchasers and further believe that
by selling the domain names individually rather than as a portfolio it can
realize values equivalent or better than the carrying values of the assets.
Communicate and its Subsidiary will continue to evaluate offers for their assets
that reflect a beneficial return to their shareholders. In the meanwhile,
Management will continue to develop the business of Company as outlined above.

The Company through its Subsidiary generated revenues in fiscal 2001 and 2000
from the selling and leasing of certain domain names and from selling of
advertising and traffic generated from its other domain name assets.

The Company's proposed business subjects it to a number of risks. In addition to
competitive risks (See Item 1 - Business - Competition), Communicate is not
aware of any precedent for the Company's business strategy and there can be no
assurance that the Company's business strategy will be profitable. Moreover, the
addition of new root domain names, as are periodically proposed by domain name
governing organizations, may have the effect of allowing the entrance of new
competitors at limited cost, which may further reduce the value of the Company's
domain name assets although nothing to date has shown that value has diminished
relative to the value of new root domain names. Communicate does not presently
intend to acquire domain names using newly authorized root domain names to match
its existing domain names.

COMPETITION

Communicate competes with many companies possessing greater financial resources
and technical facilities than itself in the B2B2C
(business-to-business-to-consumer) market as well as for the recruitment and
retention of qualified personnel. In addition, while Communicate holds title to
a wide variety of generic names which may prove valuable, many of Communicate's
competitors have a very diverse portfolio of names and have not confined their
market to one industry, product or service, but offer a wide array of
multi-layered businesses consisting of many different customer and industry
partners. Some of these competitors have been in business for longer than
Communicate and may have established more strategic partnerships and
relationships than Communicate. In addition, the Internet Corporation for
Assigned Names and Numbers ("ICANN") regularly develops new domain name suffixes
which will have the result of making a number of domain names available in
different formats, many of which may be more attractive than the formats held by
Communicate.

NEW PRODUCTS AND SERVICES

Communicate, through the Subsidiary, seeks to develop a portfolio of operating
businesses either by itself or by entering into arrangements with businesses
that operate in the product or service categories that are described by the
domain name assets owned by the Subsidiary. Communicate will work with its
Subsidiary's operating businesses or partners to identify new


<PAGE>

COMMUNICATE.COM INC.              FORM 10-KSB                       PAGE 5 OF 15

consumer demands in the marketplace, to assist in satisfying those demands and
to convert the inherent Internet traffic generated by its generic category
domain names into revenue-generating customers.

EMPLOYEES

Communicate and its Subsidiary currently share one full-time employee and two
consultants. The Subsidiary may, from time to time, engage computer programmers
and website designers on a temporary basis as the need for such personnel
arises. The Company believes that adequate personnel may be engaged on this
basis to meet its currently anticipated needs. While full-time employees
primarily work out of the Subsidiary's Canadian office in Vancouver, the
consultants work remotely from their respective offices.

GOVERNMENTAL REGULATION

Licensing. Currently, there is no requirement for the Subsidiary or Communicate
to obtain any governmental approval on any of its products or services, other
than business and operations licenses applicable to most commercial ventures.
The Company or the Subsidiary may, in the future, be required to seek
governmental approval for operations and activities based on the activities they
engage in at that time. Additionally, there can be no assurance that
governmental institutions will not, in the future, impose licensing or other
requirements on the Company.

Privacy Legislation and Regulations. While the Company is not currently subject
to licensing requirements, entities engaged in operations over the Internet,
particularly relating to the collection of user information, are subject to
limitations on their ability to utilize such information under federal and state
legislation and regulation. In 2000, the Gramm-Leach-Bliley Act required that
the collection of identifiable information regarding users of financial services
be subject to stringent disclosure and "opt-out" provisions. While this law and
the regulations enacted by the Federal Trade Commission and others relates
primarily to information relating to financial transactions and financial
institutions, the broad definitions of those terms may make the businesses
entered into by the Company and its strategic partners subject to the provisions
of the Act. This, in turn, may increase the cost of doing business and make it
unattractive to collect and transfer information regarding users of services.
This, in turn, may reduce the revenues of the Company and its strategic
partners, thus reducing potential revenues and profitability. Similarly, the
Children On-line Privacy and Protection Act ("COPPA") imposes strict limitations
on the ability of Internet ventures to collect information from minors. The
impact of COPPA may be to increase the cost of doing business on the Internet
and reducing potential revenue sources. The Company may also be impacted by the
recently-enacted US Patriot Act, which requires certain companies to collect and
provide information to United States governmental authorities

Taxation. Currently, the sale of goods and services on the Internet is not
subject to a uniform system of taxation. A number of states, as well as the
federal government, have considered enacting legislation which would subject
Internet transactions to sales, use or other taxes. Because there are a variety
of jurisdictions considering such actions, any attempt to tax Internet
transactions could create uncertainty in the ability of Internet-based companies
to comply with varying, and potentially contradictory, requirements. The Company
cannot predict whether any of the presently proposed schemes will be adopted, or
the effect any of them would have on the Company.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

Neither Communicate nor the Subsidiary currently depends on any single customer
for its business. However, as the Company enters into strategic transactions,
the Company may choose to limit its activities which would, in turn, create such
dependence. The Company, however, has no current plans to do so.

PATENTS, TRADEMARKS AND PROPRIETARY RIGHTS

Communicate currently does not own any patents, trade names or trade marks and
is not a party to any license or franchise agreements, concessions, royalty
agreements or labor contracts arising from any patents or trade marks.
Communicate is party to certain royalty agreements with strategic partnerships
relating to percentages of third party product sales that occur through
Communicate's online businesses, which are also known as "affiliate programs".

All of Communicate's online businesses and web sites are copyrighted upon
loading. "Communicate.com" is a registered domain name of the Subsidiary, as are
the remaining 80 domain names that are registered to the Subsidiary. While
Communicate will consider seeking further trademark protection for its online
businesses and the associated domain names, the Company may be unable to avail
itself of trademark protection under United States laws because, among other
things, the

<PAGE>

COMMUNICATE.COM INC.              FORM 10-KSB                       PAGE 6 OF 15

names are generic and intuitive. Consequently, the Company will seek trademark
protection only where it has determined that the cost of obtaining protection,
and the scope of protection provided, results in a meaningful benefit to the
Company.

ITEM 2.  DESCRIPTION OF PROPERTY.

Communicate's assets consist of approximately 80 "generic" domain names
including "Perfume.com", "Makeup.com", "Exercise.com", "Boxing.com",
"Wrestling.com", "Rugby.com", "Cricket.com", "Automobile.com", "Leisure.com",
"Vancouver.com", "Brazil.com", "Malaysia.com", "Indonesia.com", "Vietnam.com",
"Call.com", "Number.com", "Keyboard.com", "Mouse.com", etc., and its hardware
and software technology platform.

Communicate operates from its principal office at 600 - 1100 Melville Street,
Vancouver, British Columbia, Canada.

ITEM 3.  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 April 4, 2002, Gartner, Inc. made a claim against the Subsidiary for
breach of contract and debt owing of $85,000 for marketing services rendered
during April 1, 2000 to March 31, 2001. As of April 9, 2002 Management had not
received a Statement of Claim and reserved its evaluation of the claim.

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 fourth quarter of the fiscal year covered by
this report.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

MARKET INFORMATION

Communicate's common stock has been quoted on the NASD OTC Bulletin Board since
May 11, 2000 under the symbol "CMNN"(formerly "TRYD"). The table below gives the
high and low bid information for each fiscal quarter since Communicate's common
stock has been quoted. The bid information was obtained from FinancialWeb.com
and Yahoo Finance and reflects inter-dealer prices, without retail mark-up,
mark-down or commission, and may not represent actual transactions.

High & Low Bids
-----------------------------------------------------------------------------
Period ended                 High          Low         Source
-----------------------------------------------------------------------------
31 March 2002                $0.09         $0.03       Yahoo Finance
31 December 2001             $0.05         $0.01       Yahoo Finance
30 September 2001            $0.20         $0.03       Yahoo Finance
30 June 2001                 $0.40         $0.17       Yahoo Finance
31 March 2001                $1.125        $0.260      FinancialWeb.com
31 December 2000             $3.500        $0.645      FinancialWeb.com
30 September 2000            $8.750        $3.187      FinancialWeb.com
30 June 2000                 $8.680        $2.490      FinancialWeb.com
-----------------------------------------------------------------------------


<PAGE>

COMMUNICATE.COM INC.              FORM 10-KSB                       PAGE 7 OF 15

DIVIDENDS

Communicate has declared no dividends on its common stock in fiscal 2001. The
Company has no current plans to declare or pay any dividend on its common stock.

RECENT SALES OF UNREGISTERED SECURITIES

On January 23, 2001, the Board of Directors issued 16,000 shares of common stock
to Butch Thurman as final settlement of a debt owing by the Subsidiary to Mr.
Thurman. Registrant relied on an exemption from registration under Section 4(2)
of the Securities Act of 1933 in issuing the shares. No underwriter was involved
in the issuance of these shares.

On June 20, 2001, the Board of Directors issued 1,650,000 shares of common stock
to Bryan Liew in accordance with the terms of Share Purchase Agreement entered
into on November 10, 2000. The Registrant had exercised its option to issue the
common stock to satisfy $825,000 of debt owing to Liew. Registrant relied on an
exemption from registration under Section 4(2) of the Securities Act of 1933 in
issuing the shares. No underwriter was involved in the issuance of these shares.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS.

The Subsidiary is in the business of developing and commercializing its
portfolio of approximately 80 domain names, at least 30 of which generate high
amount of Internet traffic because of, among other things, their generic
descriptive nature of a specific product or services category. The number of
domain names owned is down from the 400 or so owned a year ago because
Management had abandoned those domain names that were not intuitive and were not
generating worthwhile internet traffic and were of limited commercial value.

The Company believes that it can sustain this business based, in part, on its
ownership of a substantial number of generic, intuitive domain names which
attract significant numbers of visitors to websites utilizing those names.
Moreover, because there are a limited number of potential domain names, the
Company believes that the value of these names may be significant and may allow
the Company to achieve both strategic relationships with leading participants in
key Internet businesses and businesses that desire to expand using the Internet,
as well as independent operations.

The Company, for the immediate future, does not anticipate independently
developing technologies, processes, products or otherwise engaging in research,
development or similar activities. Instead, such activities will be engaged in
pursuant to arrangements with its strategic partners.

SELECTED FINANCIAL DATA

The following selected financial data was derived from Communicate's audited
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. In particular, it should be noted that the operations
of the Company for the year ended December 31, 2000 only include the operating
activities of the Subsidiary subsequent to the acquisition of control of the
Subsidiary during the final quarter of 2000, and the comparison of the
operations of the Company for the two years may not be demonstrative of any
pattern, past or future, of the Company's financial condition or results of
operations.

<TABLE>
<CAPTION>

For the Years Ended                           December 31, 2001           December 31, 2000
----------------------------------------- --------------------------- --------------------------

<S>                                                <C>                        <C>
Statements of Operations Data
-----------------------------


Domain Sales (Net)                                     $40,025                   $132,900
Web Advertising, Leasing and Other                     236,409                     49,041

General and Administrative                          ($ 265,002)                 ($ 78,485)
Professional Fees                                     (271,989)                   (83,767)
Sales and Marketing                                     (1,695)                  (217,291)
Depreciation                                           (44,839)                   (13,353)
</TABLE>

<PAGE>

COMMUNICATE.COM INC.              FORM 10-KSB                       PAGE 8 OF 15

<TABLE>

<S>                                               <C>                         <C>
Operating (Loss)                                   ($ 307,091)                 ($210,955)

Gain on Debt Settlement                               $80,318                         --
Write Down of Fixed Assets                           (146,280)                        --
Interest Expenses                                     (58,199)                   ($5,399)

Net (Loss)                                         ($ 431,252)                ($ 216,354)
Basic (Loss) per Share                             ($    0.03)                ($    0.02)
Weighted Average Shares Outstanding                13,412,933                  9,509,018

Balance Sheet Data
------------------

Current Assets                                    $   125,931                $   251,359
Fixed Assets                                           17,432                    213,460
Intangible Assets                                   3,341,577                  3,385,035
  Total Assets                                    $ 3,484,940                $ 3,849,854

Accounts Payable & Accrued Liabilities            $   733,751                $   930,841
Loan Payable                                          605,000                    405,399
Note Payable                                               --                    825,000
Deferred Revenue                                        9,886                         --
  Total Liabilities                               $ 1,348,637                $ 2,161,240

Common Stock                                          $ 5,201                $     3,535
Additional Paid in Capital                          2,772,016                  1,928,682
Accumulated Deficit                                ($ 640,914)                ($ 243,603)
</TABLE>


RESULTS OF OPERATION

Communicate did not generate any significant revenues or expenses until the
acquisition of a majority interest in the Subsidiary in November 2000. Prior to
that date, Communicate was a development stage company that focused on
identification of potential business acquisitions. Consequently, the results of
operation discussed below describe the business activities after the acquisition
of control of the Subsidiary on November 10, 2000.

REVENUES.

Domain Name Sales - During the twelve months ended December 31, 2001,
Communicate earned net revenue of approximately $40,000 from the conditional
sales of three sports domain names and one geographic domain name. Communicate
does not believe the revenue from the conditional sales of the three sports
domain names will continue as the purchasers have not been able to make their
scheduled payments and have forfeited all payments made and have no further
claim on those domain names. The sale of the geographic domain name is expected
to continue as the purchase has paid its scheduled payment that will be recorded
in the first quarter of 2002. Management intends to continue to market selected
domain names in its portfolio of domain names in 2002. Management of the Company
believe that its portfolio of generic product or services category domain names
will continue to generate interest from potential partners or purchasers despite
a softened and depressed domain names aftersales market because of the intuitive
and traffic-generating characteristics of Communicate's domain names.

In 2000, Communicate sold on a conditional basis a country category domain name,
after deduction of the costs of the sale, for approximately $73,000. Further
payments were expected in 2001 and were subject to the purchasers' ability to
raise financing for the purchase and prevailing market conditions. The purchaser
since the initial payment has been unable to raise financing and has returned
administrative and technical controls of the domain name back to Communicate
which intends to market and sell the country domain to other suitors.
Communicate also generated domain sales revenue in the year ended December 31,
2000 from the proceeds of the sale of an option to purchase agreement for one of
its sports category domain name of $60,000 in the last quarter of 2000. The
purchaser for this domain name did not exercise its option to purchase the
domain name in the first quarter of fiscal 2001, and the Company is free to
market the domain name to other purchasers.

Web Advertising and Leasing - During 2001, Communicate has been able to increase
web advertising and leasing revenue to $221,000 primarily from sharing revenue
generated from successful click-throughs (automated referrals of online users
from a domain name held by Communicate to another website) of redirected traffic
and from commission earned from sales of product


<PAGE>
COMMUNICATE.COM INC.              FORM 10-KSB                       PAGE 9 OF 15

categories described by the generic domain names. Communicate seeks to increase
revenue by signing up new traffic lessees based on a monthly flat-rate rather
than based on a percentage of revenue generated. Management expects to see
continued growth in this revenue segment into 2002.

In 2000, Communicate generated lease revenues in the last quarter of 2000 by
leasing internet traffic from idle domain names redirected to potential
strategic partners and purchasers of domain names who may be interested in
making an offer on a domain name in Communicate's portfolio, or may wish to
benefit from Internet traffic generated by a generic domain name, thus
benefiting an online business or service in or related to the same product or
service category. The revenues generated through this activity were $14,500.

GENERAL AND ADMINISTRATIVE EXPENSE. For 2001, Communicate's general and
administrative expenses of approximately $265,000, an increase of $186,500 from
the year ended December 31, 2000, which only accounted for the final two
calendar months' results of the Subsidiary which had generated the expenses. On
an annualised comparison, Management is satisfied that expenses, consisting
primarily of salaries and related costs for general and corporate functions,
including finance, rent, and telecommunications, have actually decreased
significantly. Management expect to maintain general and administrative expenses
at similar level for 2002. In 2000, Management had implemented austerity
measures to significantly reduce general and administrative expenses, including
layoffs and other restructuring steps.

PROFESSIONAL FEES. For 2001, Communicate incurred fees for accounting, legal and
consulting. Management will continue to strive to lower these fees in 2002;
however, as the Company faces pending litigation matters and enters into
agreements to sell or lease domain names, its legal, accounting and professional
fees may increase. In 2000, Communicate incurred professional fees related to
purchase of a majority of the Subsidiary in addition to fees resulting from
day-to-day operations.

SALES AND MARKETING. The Company did not incur significant sales and marketing
expenses in the year ended December 31, 2001. For 2000, Communicate's sales and
marketing expenses resulted primarily from the issuance of Communicate's common
shares to a purchaser of a country specific domain name to generate sales leads
for the remaining other country specific domain names in Asia. While the benefit
of this business development agreement may extend beyond fiscal 2000, that
benefit cannot be reasonably estimated, and Management has determined to record
all such costs totalling $182,000 in fiscal 2000. To date, Communicate has not
received any benefit from the business development agreement.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2001 Communicate had current liabilities in excess of current
assets, resulting in a working capital deficit of $1,222,706. The deficit is an
improvement from the previous year's deficit of $1,853,741 primarily as a result
of converting a note payable of $825,000 into common shares of the Company
during the year. In 2001, Communicate had a net operating loss of $307,091.
Communicate has accumulated a deficit of $640,914 since inception and has a
stockholders' equity of $2,136,303 at December 31, 2001. Based on these factors,
there is substantial doubt about Communicate's ability to continue as a going
concern.

On October 10, 2002, Communicate and the Subsidiary entered into a loan
agreement with Siden Investments, Inc. ("Siden"), pursuant to which Siden
advanced to Communicate and the Subsidiary an aggregate of $150,000, including
funds previously advanced to Communicate and the Subsidiary (the "Loan"). As
additional security for the Loan, Communicate entered into an Option Agreement
with Siden pursuant to which Siden was given the right to acquire up to
15,000,000 shares of Communicate's common stock at an exercise price of $0.01
per share (the "Option"). The Loan was repaid in full on about March 22, 2002.


Since the date of repayment, a dispute has arisen between Siden and Communicate
regarding the exercisability of the Option. It is the Company's belief that
inasmuch as the Option was granted as additional security for the Loan, and
inasmuch as the Loan has been repaid in full, the Option has terminated and is
of no further force or effect. While Siden has not attempted to exercise the
option, Siden has advised Communicate that it believes it is entitled to do so.
Based on the advice of counsel, Communicate believes that while there can be no
certainty in this matter absent a settlement or judicial proceeding, neither of
which has been commenced, Communicate is able to raise additional defences to
Siden's claim, should a claim be made or an action brought against Communicate
or the Subsidiary. No formal demand has been made with respect to this matter
and, therefore, Communicate cannot evaluate whether it would prevail in an
action.

At December 31, 2000 Communicate had current liabilities in excess of current
assets, resulting in a working capital deficit of $1,853,741. During the year
ended December 31, 2000 Communicate had a net operating loss of $210,955 and a
decrease in working capital of $19,967. The decrease in working capital was
primarily due to the operating loss and the decrease in


<PAGE>

COMMUNICATE.COM INC.              FORM 10-KSB                      PAGE 10 OF 15

accounts payable of $186,412 and offset by the collection of accounts receivable
of $27,000 and the addback of non-cash sales and marketing costs of $309,100.
The Company generated $382,494 from financing activities primarily due to an
advance of $400,000 received from a stockholder to fund the acquisition of the
Subsidiary.

Communicate and the Subsidiary cannot satisfy its cash requirements for the next
12 months without having to raise additional funds. Communicate's estimates its
expected cash requirement for the next 12 months is $500,000 which would include
approximately $350,000 required to satisfy the Subsidiary's current obligations.
Management has been negotiating with its products and services providers and
making offers to settle the Subsidiary's obligations and will continue its
effort to reduce debt. Communicate expects to raise any additional funds by way
of equity and/or debt financing, and through the sale of non-strategic domain
name assets. Any funds raised, besides paying for current operating
requirements, will be used to pay down the Subsidiary's liabilities. However,
Communicate may not be able enter into arrangements with its lenders or raise
required funds from financings. If Communicate is unable to raise adequate funds
for operations from the implementation of its business plan, or through debt or
equity financing, Communicate will approach its current shareholders for loans
to cover operating costs. There can be no assurance, however, that such funds
will be available.

Communicate does not anticipate purchasing any plant or significant equipment.

UNCERTAINTIES RELATING TO FORWARD-LOOKING STATEMENTS

Management's discussion and analysis of Communicates 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
Communicates' management, as well as assumptions made by, and information
currently available to, Communicates' 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, Communicates' 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.



AUDIT COMMITTEE

As of the date of this Annual Report, Communicate has not appointed members to
an audit committee and, therefore, the respective role of an audit committee has
been conducted by the board of directors of Communicate. When established, the
audit committee's primary function will be to provide advice with respect to
Communicate's financial matters and to assist the board of directors in
fulfilling its oversight responsibilities regarding finance, accounting, tax and
legal compliance. The audit committee's primary duties and responsibilities will
be to: (i) serve as an independent and objective party to monitor Communicate's
financial reporting process and internal control system; (ii) review and
appraise the audit efforts of Communicate's independent accountants; (iii)
evaluate Communicate's quarterly financial performance as well as its compliance
with laws and regulations: (iv) oversee management's establishment and
enforcement of financial policies and business practices; and (v) provide an
open avenue of communication among the independent accountants, management and
the board of directors.

The board of directors has considered whether the regulatory provision of
non-audit services is compatible with maintaining the principal independent
accountant's independence.

AUDIT FEES

As of the date of this Annual Report, Communicate has incurred approximately
$51,000 in fees during fiscal year ended December 31, 2001 to its principal
independent accountant for professional services rendered in connection with
preparation of Communicate's audited financial statements. During fiscal year
ended December 31, 2001, Communicate incurred approximately $12,000 in fees to
its principal independent accountant for all other non-audit services (including
reviews of Communicate's quarterly financial statements).


ITEM 7.  FINANCIAL STATEMENTS

See audited financial statements for the period ended December 31, 2001 attached
as an Exhibit to this Form 10-KSB.


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.

(A)      IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS

Communicate's management and development teams are listed below.

<TABLE>
<CAPTION>


------------------------------------------------------------------------------------------------------------------------
Directors and Officers
------------------------------------------------------------------------------------------------------------------------
                                                            Office

           Names                         Communicate                          The Subsidiary                     Age

<S>                          <C>                                   <C>                                            <C>
R. Leigh Jeffs               Director, Chief Executive Officer     Director, Chief Executive Officer,             54
(Appointed Feb 22, 2002)     and President                         President

Graham B Heal                Director, Chief Executive Officer     Director, Chief Executive Officer,             41
(Resigned Dec 7, 2001)       and President                         President
------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

COMMUNICATE.COM INC.              FORM 10-KSB                      PAGE 11 OF 15

<TABLE>

------------------------------------------------------------------------------------------------------------------------

<S>                          <C>                                  <C>                                             <C>
J Cameron Pan                Director, Chief Financial Officer,    VP Finance, Treasurer, and                     39
(Resigned Feb 22, 2002)      Treasurer, and                        Corporate Secretary
                             Corporate Secretary
------------------------------------------------------------------------------------------------------------------------
</TABLE>


Leigh Jeffs * Mr. Jeffs (54) was a consultant to Wet Coast Capital Corp. from
2001. Mr. Jeffs was the Chief Financial Officer from 1999 to 2001 and the
President from 1990 to 1999 of Cryopak Industries Inc., a Nasdaq OTCBB-listed
company (Symbol:CYPKF). Mr. Jeffs is currently a Director of Cryopak Corporation
and has been since 1990.

Graham B Heal * Mr. Heal (41) is a founding member of Net Nanny Software and has
served in various executive positions with Net Nanny Software from 1994 to 1997.
Mr. Heal has been an executive of DownloadWAREHOUSE, a subsidiary of
MicroWAREHOUSE Inc. from 1997 to 1998, and an executive of Digital River Inc.
from 1998 to 1999. Mr. Heal earned his bachelor's degree in 1983 from the
University of British Columbia.

Cameron Pan * Mr. Pan (39) has worked in corporate finance in both public
practice and investment banking, specializing in the technology industry. Mr.
Pan was a Vice President, Corporate Finance of Marleau, Lemire Securities from
1993 to 1995 and the CFO for Memorex Computers in the United States from 1995 to
1997. Mr. Pan is a Chartered Accountant who has worked for Deloitte & Touche
from 1998 to 1999 and Coopers & Lybrand from 1986 to 1993 and is a graduate of
Simon Fraser University in British Columbia in 1992 with bachelor's degrees in
accounting and finance.

There are no family relationships among the directors, executive officers or
persons nominated or chosen by Communicate to become directors or executive
officers.

CERTAIN LEGAL PROCEEDINGS

         (1)      No bankruptcy petition has been filed by or against any
                  business of which any director was a general partner or
                  executive officer either at the time of the bankruptcy or
                  within two years prior to that time.

         (2)      No director has been convicted in a criminal proceeding and is
                  not subject to a pending criminal proceeding (excluding
                  traffic violations and other minor offences).

         (3)      No director has been subject to any order, judgement, or
                  decree, not subsequently reversed, suspended or vacated, of
                  any court of competent jurisdiction, permanently or
                  temporarily enjoining, barring, suspending or otherwise
                  limiting his involvement in any type of business, securities
                  or banking activities.

         (4)      No director has been found by a court of competent
                  jurisdiction (in a civil action), the Securities Exchange
                  Commission or the Commodity Futures Trading Commission to have
                  violated a federal or state securities or commodities law,
                  that has not been reversed, suspended, or vacated.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Communicate is not aware of any failures to file a required Form during the
period covered by this report. To the Company's knowledge, all reports were
filed with the SEC on a timely basis.


ITEM 10.  EXECUTIVE COMPENSATION.


<PAGE>

COMMUNICATE.COM INC.              FORM 10-KSB                      PAGE 12 OF 15

<TABLE>
<CAPTION>



                           SUMMARY COMPENSATION TABLE

                                                                                  Long-term compensation
                                                                  --------------------------------------------------


                                   ANNUAL COMPENSATION            AWARDS       PAYOUTS

                                                       Other                    Securities
                                                       annual     Restricted    underlying               All other
                                     (1)       (1)     compen-      stock        options/       LTIP      compen-
   Name and principal               Salary    Bonus    sation       awards         SARs        Payouts    sation
        position            Year     ($)       ($)        ($)         ($)           (#)          ($)        ($)
           (a)              (b)      (c)       (d)        (e)         (f)           (g)          (h)        (i)
-------------------------- ------- --------- --------- ---------- ------------ -------------- ---------- -----------
<S>                         <C>    <C>         <C>      <C>          <C>           <C>          <C>        <C>
Graham B Heal, CEO          1999     n/a       n/a       n/a         n/a           n/a          n/a        n/a
Nov 2000 - Dec 2001         2000    12,933     none      none        none          none         none       none
                            2001    38,000     none      none        none          none         none       none
-------------------------- ------- --------- --------- ---------- ------------ -------------- ---------- -----------
Cameron Pan, CFO            1999     n/a       n/a       n/a         n/a           n/a          n/a        n/a
Aug 2000-Feb 2002; and      2000     6,936     none      none        none          none         none       none
acting President Dec        2001    45,600    50,000     none        none          none         none       none
2001 - Feb 2002
-------------------------- ------- --------- --------- ---------- ------------ -------------- ---------- -----------
</TABLE>
(1)  Paid by the Subsidiary.

Communicate has not paid or accrued any compensation to its named executive
officers during its 2000 fiscal year. However, during the same time period, the
Subsidiary paid an aggregate US$19,869 to its named executive officers during
its 2000 fiscal year. Additionally, prior to Communicate's acquisition of the
Subsidiary on November 10, 2000, the Subsidiary had paid Mr. Heal a consulting
fee of $1,067 and had paid Mr. Pan a salary of $44,720 in fiscal 2000.

Since Communicate's incorporation, no stock options, stock appreciation rights,
or long-term incentive plans have been granted, exercised or repriced. The
Company is, however, considering issuing compensation in the form of options or
other equity incentives to its key personnel.

As of December 31, 2001 there are no options issued and outstanding for the
Company or its Subsidiary.

Currently, there are no arrangements between Communicate and any of its
directors or between the Subsidiary and any of its directors whereby such
directors are compensated for any services provided as directors.

In July 1, 2000, the Subsidiary agreed with Mr. Pan to pay him an annual salary
of CDN$72,000. On Dec 31, 2000, Mr. Pan agreed to reduce his annual salary to
CDN$60,000 until the financial position of the Subsidiary improves. The
Subsidiary increased Mr. Pan salary to CDN$6,200 per month starting on June 1,
2001 and accrued a 2001 bonus of $50,000 to Mr. Pan as at the end of year. As of
the date of this filing this salary has been paid in full and the unpaid bonus
is included in accounts payable. In addition, upon termination of Mr. Pan's
employment for whatever reason he would be entitled to at least 6 months'
severance based on his then current pay.

In October 17, 2000 the Subsidiary agreed with Mr. Heal to pay him a consulting
fee of US$4,000 for November, US$10,000 for December and US$5,000 for each month
thereafter. On June 1, 2001, Mr. Heal agreed to reduce his consulting fee to
US$2,000 per month. Mr. Heal resigned from the Company on December 7, 2001. As
of the date of this filing this consulting fee has been paid in full. There is
no term to this agreement.

Except for the agreements with Graham B Heal and J. Cameron Pan, there are no
other employment agreements between Communicate or the Subsidiary and any named
executive officer, and there are no employment agreements or other compensating
plans or arrangements with regard to any named executive officer which provide
for specific compensation in the event of resignation, retirement, other
termination of employment or from a change of control of Communicate or from a
change in a named executive officer's responsibilities following a change in
control.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS (MORE THAN 5%)

Based solely on reports filed with the Securities and Exchange Commission, the
Company is not aware of any person who holds 5% or more of the equity securities
of the Company. The Company notes that David Sidoo has filed a Schedule 13D
reflecting the ownership of 10,075,766 shares of common stock based upon the
issuance by the Company to Siden Investments Ltd., a company wholly-owned by Mr.
Sidoo, of an option to acquire 10,000,000 shares of common stock. However, the
Company believes that no such option exists, and that the warrant issued to
Siden and disclosed below in Managements Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity has terminated.


<PAGE>

COMMUNICATE.COM INC.              FORM 10-KSB                      PAGE 13 OF 15

SECURITY OWNERSHIP OF MANAGEMENT
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------
    Title of Class           Name and Address of            Amount and Nature of         Percent
                               Beneficial Owner               Beneficial Owner        of Class [1]
----------------------------------------------------------------------------------------------------
<S>                     <C>                                         <C>                  <C>
Common Stock            R Leigh Jeffs                               None                  0.0%
                        600 - 1100 Melville Street
                        Vancouver, BC  V6E 4A6
----------------------------------------------------------------------------------------------------
Common Stock            Directors and Executive                     None                  0.0%
                        Officers as a group (1 person)
</TABLE>

 [1] Based on 14,191,339 shares of common stock issued and outstanding as of
 March 31, 2002.

CHANGES IN CONTROL

Communicate is not aware of any arrangement that may result in a change in
control of Communicate.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS.

RELATIONSHIPS WITH INSIDERS

No member of management, executive officer or security holder has had any direct
or indirect interest in any transaction to which Communicate or the Subsidiary
was a party, other than the payment of expenses or salary to such person.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)      INDEX TO AND DESCRIPTION OF EXHIBITS.



EXHIBIT          DESCRIPTION

EXHIBITED A      Audited Financial Statements as of December 31, 2001 for the
                 period October 10, 1995 (inception) to
                 December 31, 2001.
<TABLE>
<CAPTION>

<S>     <C>
3.1     Articles of Incorporation(1).

3.2     Bylaws (1)

3.3     Certificate of Amendment to Articles of Incorporation

10.1    Purchase Agreement, dated November 8, 2000, between Communicate.com Inc.
        and Brian Liew (2)

10.2    Loan and Security Agreement between Pacific Capital Markets Inc. and Communicate.com Inc. (2)

10.3    Form of Share Exchange Agreement, dated November 29, 2000, between Communicate.com Inc. and certain
        shareholders of AlbertaCo. (3)

10.4    Letter Agreement, dated January 26, 2001, between AlbertaCo and Sierra Systems Group Inc. (3)

10.5    Loan Agreement dated October 10, 2001, between Siden Investments Ltd. and Communicate.com Inc. and
        AlbertaCo.

10.6    Option Agreement dated October 10, 2001, between Siden Investments Ltd. and Communicate.com Inc.

22      Subsidiaries

27      Financial Data Schedule.
</TABLE>


<PAGE>

COMMUNICATE.COM INC.              FORM 10-KSB                      PAGE 14 OF 15

(1) Filed as an Exhibit to the Company's Registration Statement on Form 10-SB
filed on June 5, 2000, and incorporated herein by reference

(2) Filed as an exhibit to the Company's Quarterly Report on Form 10-QSB for the
period ended June 30, 2000, filed November 14, 2000.

(3) Filed as an exhibit to the Company's Report on Form 8-K/A, filed March 30,
2001.

(B)  REPORTS ON FORM 8-K.

On November 6, 2001, Communicate filed a Form 8-K disclosing under Item #5 the
borrowing of $150,000 by signing a promissory note in favor of Siden Investments
Ltd. ("Siden") and by issuing share purchase warrants to Siden to purchase up to
10,000,000 common shares of Communicate at an exercise price of $0.02 per share.
The Company has since determined that it inadvertently filed an incorrect
exhibit, and that instead of warrants to acquire up to 10,000,000 shares of
common stock of Communicate at an exercise price of $0.02 per share, the Company
entered into an Option Agreement with Siden pursuant to which Siden was given
the right to acquire up to 15,000,000 shares of Communicate's common stock at an
exercise price of $0.01 per share. As noted above, Communicate has repaid the
borrowing and, consequently, the Option Agreement has terminated. See,
Managements Discussion and Analysis of Financial Condition and Results of
Operation - Liquidity and Security Ownership of Certain Beneficial Owners.

On December 17, 2001, Communicate filed a Form 8-K disclosing under Item #5 the
resignation of Graham Heal as President and the appointment of Cameron Pan as
acting President of Communicate and its Subsidiary on December 7, 2001, and the
resignation of Graham Heal as director of Communicate and its Subsidiary on
December 12, 2001.

There were no other reports on Form 8-K filed by Communicate during the period
ending December 31, 2001.

On February 8, 2002, Communicate filed a Form 8-K disclosing under Item #2 an
arms-length agreement to sell substantially all of the domain name assets of its
Subsidiary for $1.5 million as at December 31, 2001 and that approval from the
majority of the Subsidiary's shareholders had been received on February 8, 2002.

On March 5, 2002, Communicate filed a Form 8-K disclosing under Item #2 that the
previous agreement to sell substantially all of the domain name assets of its
Subsidiary had been mutually terminated and that Cameron Pan resigned as
President and director and that Leigh Jeffs was appointed the President and
director of Communicate and its Subsidiary on February 22, 2002.



<PAGE>
COMMUNICATE.COM INC.              FORM 10-KSB                      PAGE 15 OF 15

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
Communicate.com Inc. has caused this report to be signed on its behalf by the
undersigned, who is duly authorized.


                                 COMMUNICATE.COM INC.

                                 By:      /s/ LEIGH JEFFS
                                      ------------------------------------------
                                 Name and Title:  LEIGH JEFFS - DIRECTOR AND CEO
                                                  ------------------------------
                                 Dated:   APRIL 15, 2002
                                         ---------------------------------------


In accordance with the Securities Exchange Act of 1934, this report to be signed
below by the following persons on behalf of Communicate.com Inc. and in the
capacities and on the dates indicated.


                                 By:      /s/ LEIGH JEFFS
                                      ------------------------------------------
                                 Name and Title:  LEIGH JEFFS - DIRECTOR AND CEO
                                                  ------------------------------
                                 Dated:   APRIL 15, 2002
                                         ---------------------------------------

<PAGE>




                              COMMUNICATE.COM INC.


                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000



AUDITORS' REPORT                                                            F-2

CONSOLIDATED BALANCE SHEETS                                                 F-3

CONSOLIDATED STATEMENTS OF OPERATIONS                                       F-4

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY                              F-5

CONSOLIDATED STATEMENTS OF CASH FLOWS                                       F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                  F-7


                                       F-1

<PAGE>


LABONTE & CO.                                  1205 - 1095 West Pender Street
----------------------------------------       Vancouver, BC  Canada
C H A R T E R E D  A C C O U N T A N T S       V6E 2M6
----------------------------------------       Telephone      (604) 682-2778
                                               Facsimile      (604) 689-2778
                                               Email:         rjl@labonteco.com




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

To the Stockholders and Board of Directors of Communicate.com Inc.

We have audited the consolidated balance sheet of Communicate.com Inc. as at
December 31, 2001 and 2000 and the consolidated statements of operations,
stockholders' equity and cash flows for the years then ended. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

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

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2001
and 2000 and the results of its operations and its cash flows and the changes in
stockholders' equity for the years then ended in accordance with generally
accepted accounting principles in the United States.


                                                           /s/ LaBonte & Co.
                                                           CHARTERED ACCOUNTANTS


Vancouver, B.C.
February 28, 2002


COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA-UNITED STATES REPORTING
DIFFERENCES
--------------------------------------------------------------------------------

In the United States, reporting standards for auditors would require the
addition of an explanatory paragraph following the opinion paragraph when the
financial statements are affected by conditions and events that cast substantial
doubt on the Company's ability to continue as a going concern, such as those
described in Note 1. Our report to the stockholders and Board of Directors dated
February 28, 2002 is expressed in accordance with Canadian reporting standards,
which do not permit a reference to such conditions and events in the auditors'
report when these are adequately disclosed in the financial statements.



                                                           /s/ LaBonte & Co.
                                                           CHARTERED ACCOUNTANTS


Vancouver, B.C.
February 28, 2002


                                       F-2
<PAGE>


                              COMMUNICATE.COM INC.

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                               December 31,      December 31,
                                                                   2001              2000
--------------------------------------------------------------------------------------------

                                         ASSETS
<S>                                                             <C>              <C>
CURRENT ASSETS
     Cash and cash equivalents                                 $    52,672      $    47,823
     Accounts receivable                                            64,450          143,486
     Prepaid expenses                                                8,809           40,043
     Other current assets                                                -           20,007
--------------------------------------------------------------------------------------------

                                                                   125,931          251,359

FIXED ASSETS (Note 4)                                               17,432          213,460
INTANGIBLE ASSETS HELD FOR RESALE -Domain names (Note 3)         3,341,577        3,385,035
--------------------------------------------------------------------------------------------

                                                               $ 3,484,940      $ 3,849,854
============================================================================================


                                       LIABILITIES

CURRENT LIABILITIES
     Accounts payable and accrued liabilities (note 5)         $   713,514      $   838,484
     Loans Payable (Note 6)                                        605,000          405,399
     Note Payable (Note 3)                                               -          825,000
     Deferred revenue                                                9,886                -
     Current portion of lease obligation (note 4)                   20,237           36,217
--------------------------------------------------------------------------------------------

                                                                 1,348,637        2,105,100

Lease obligation (note 4)                                                -           56,140
--------------------------------------------------------------------------------------------

                                                                 1,348,637        2,161,240
--------------------------------------------------------------------------------------------


CONTINGENCIES (Notes 1 and 12)

STOCKHOLDERS' EQUITY
     Capital stock (note 7)
          Authorized
               50,000,000 Common shares, $.001 par value
          Issued and outstanding
               14,191,339 (2000 - 12,525,339) Common shares          5,201            3,535
     Additional paid in capital                                  2,772,016        1,928,682
     Accumulated deficit                                          (667,991)        (236,739)
     Accumulated other comprehensive income (loss)                  27,077           (6,864)
--------------------------------------------------------------------------------------------

                                                                 2,136,303        1,688,614
--------------------------------------------------------------------------------------------

                                                               $ 3,484,940      $ 3,849,854
============================================================================================
</TABLE>



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


                                       F-3
<PAGE>

                              COMMUNICATE.COM INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                        Year ended       Year ended
                                                       December 31,      December 31,
                                                           2001              2000
------------------------------------------------------------------------------------
<S>                                                    <C>               <C>
REVENUES
     Domain sales (net of costs)                       $   40,025        $  132,900
     Web advertising and leasing                          221,249            14,502
     Other                                                 15,160            34,539
------------------------------------------------------------------------------------

                                                          276,434           181,941
------------------------------------------------------------------------------------

EXPENSES
     General and administrative                           265,002            78,485
     Professional fees                                    271,989            83,767
     Sales and marketing                                    1,695           217,291
     Depreciation                                          44,839            13,353
------------------------------------------------------------------------------------

                                                          583,525           392,896
------------------------------------------------------------------------------------

OPERATING LOSS BEFORE THE FOLLOWING                      (307,091)         (210,955)

GAIN ON DEBT SETTLEMENT                                    80,318                 -
WRITE DOWN OF FIXED ASSETS                               (144,423)                -
LOSS ON DISPOSAL OF ASSETS                                 (1,857)                -
INTEREST EXPENSE                                          (58,199)           (5,399)
------------------------------------------------------------------------------------

NET LOSS FOR THE YEAR                                 $  (431,252)       $ (216,354)
====================================================================================


BASIC LOSS PER SHARE                                  $     (0.03)       $    (0.02)
====================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING                                13,412,933         9,509,018
====================================================================================
</TABLE>
<PAGE>



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


                                       F-4

<PAGE>



                              COMMUNICATE.COM INC.

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 2001

<TABLE>
<CAPTION>
                                                                                                            Accumulated      Total
                                                            Common shares        Additional                   other         Stock-
                                                        Number of                 Paid-In    Accumulated  comprehensive     holders
                                                          Shares     Amount       Capital      Deficit     income loss      Equity
------------------------------------------------------------------------------------------------------------------------------------

<S>                                                     <C>          <C>        <C>           <C>           <C>         <C>
Balance, December 31, 1999                              9,300,000    $   310    $     3,690   $ (20,385)    $      -    $   (16,385)

Issuance of 1,000,000 common shares
     at $0.50 per share                                 1,000,000      1,000        499,000           -            -        500,000

Issuance of 300,000 common shares at $0.91 per share      300,000        300        272,700           -            -        273,000

Issuance of 550,000 common shares at $0.50 per share      550,000        550        274,450           -            -        275,000

Issuance of 1,375,339 common shares
     at $0.64 per share                                 1,375,339      1,375        878,842           -            -        880,217

Currency translation adjustment                                 -          -              -           -       (6,864)        (6,864)

Net loss, year ended December 31, 2000                          -          -              -    (216,354)           -       (216,354)
------------------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2000                             12,525,339      3,535      1,928,682    (236,739)      (6,864)     1,688,614

Issuance of 16,000 common shares at $1.25 per share        16,000         16         19,984           -            -         20,000

Issuance of 1,650,000 common shares at $0.50 per share  1,650,000      1,650        823,350           -            -        825,000

Currency translation adjustment                                 -          -              -           -       33,941         33,941

Net loss, year ended December 31, 2001                          -          -              -    (431,252)           -       (431,252)
------------------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2001                             14,191,339    $ 5,201    $ 2,772,016   $(667,991)    $ 27,077    $ 2,136,303
====================================================================================================================================
</TABLE>

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

                                       F-5

<PAGE>


                              COMMUNICATE.COM INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                      Year ended            Year ended
                                                                  December 31, 2001     December 31, 2000
---------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss for the period                                           $ (431,252)          $ (216,354)
     Adjustments to reconcile net loss to net cash
          used in operating activities
     - depreciation                                                       44,839               13,353
     - accrued interest                                                   49,601                5,399
     - write down of fixed assets                                        144,423                    -
     - loss on disposal of fixed assets                                    1,857                    -
     - gain on settlement of debt                                        (80,318)                   -
     - non-cash domain, sales and marketing costs                         42,360              309,100
     - accounts receivable                                                79,036               27,080
     - other assets                                                       20,007               12,909
     - prepaid expenses                                                   31,234               14,958
     - accounts payable                                                  (24,652)            (186,412)
     - deferred revenue                                                    9,886                 -
---------------------------------------------------------------------------------------------------------

CASH USED IN OPERATING ACTIVITIES                                       (112,979)             (19,967)
---------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
     - proceeds from disposal of fixed assets                              6,007                    -
     - acquisition of subsidiary, net of cash acquired                         -             (307,840)
---------------------------------------------------------------------------------------------------------

CASH (USED IN) PROVIDED BY investing activities                            6,007             (307,840)
---------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
     - lease obligation repayments                                       (72,120)             (17,506)
     - loan advances                                                     150,000              400,000
---------------------------------------------------------------------------------------------------------

CASH PROVIDED BY FINANCING ACTIVITIES                                     77,880              382,494
---------------------------------------------------------------------------------------------------------

EFFECT OF EXCHANGE RATE CHANGES                                           33,941               (6,864)
---------------------------------------------------------------------------------------------------------

INCREASE IN CASH                                                           4,849               47,823

CASH, BEGINNING OF PERIOD                                                 47,823                    -
---------------------------------------------------------------------------------------------------------

CASH, END OF PERIOD                                                   $   52,672            $  47,823
=========================================================================================================


SUPPLEMENTAL CASH FLOW INFORMATION

     Refer to Notes 3, 4 and 7.
</TABLE>



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


                                       F-6

<PAGE>


                              COMMUNICATE.COM INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000
-------------------------------------------------------------------------------

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 ("AlbertaCo") and during December 2000 acquired from
minority shareholders an additional 31% of the outstanding shares of AlbertaCo.
As a result, CMNN owns 83% of the outstanding shares of AlbertaCo.

AlbertaCo owns a portfolio of simple, intuitive domain names. AlbertaCo's
current business strategy is to seek partners to develop its domain names to
include content, commerce and community applications. AlbertaCo entered into
agreements to sell or lease certain of its domain names (refer to Notes 8 and
13).

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 December 31, 2001 the Company
has a working capital deficiency of $1,222,706 (2000 - $1,853,741) and has
incurred 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 ultimately to attain profitable operations.


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 83%
interest in its subsidiary AlbertaCo effective November 10, 2000. All
significant intercompany balances and transactions are eliminated on
consolidation.

CASH AND CASH EQUIVALENTS
Cash and cash equivalents consists of cash on deposit and highly liquid
short-term interest bearing securities with maturities at the date of purchase
of three months or less.

FIXED ASSETS
Fixed assets are recorded at cost. Depreciation are 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.

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 and
are shown net of direct selling costs. 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. Collectibility of
these referral commissions is subject to a high level of uncertainty;
accordingly revenues are recognized only as received in cash.


                                       F-7

<PAGE>
COMMUNICATE.COM INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2001 AND 2000
-------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
-------------------------------------------------------------------------------

STOCK-BASED COMPENSATION
The Company accounts 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 complies with the
disclosure provisions of Statement of Financial Accounting Standard No. 123
"Accounting for Stock-Based Compensation" ("SFAS No. 123"). 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 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.

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.

LOSS PER SHARE
Basic loss per share is computed by dividing loss for the period by the weighted
average number of common shares outstanding for the year after giving effect to
the 1:30 forward stock-split (refer to Note 7). Fully diluted 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. Because the Company does not have any potentially
dilutive securities, the accompanying presentation is only of basic loss per
share.


                                       F-8

<PAGE>

COMMUNICATE.COM INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2001 AND 2000
-------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
--------------------------------------------------------------------------------

FINANCIAL INSTRUMENTS
Financial instruments are initially recorded at historical cost. If subsequent
circumstances indicate that a decline in fair value of a financial asset is
other than temporary, the financial asset is written down to its fair value.
Refer to Note 11.

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
amounts resulting from translation of the foreign currency financial statements
of AlbertaCo.

IMPAIRMENT OF LONG-LIVED ASSETS
The Company reviews the carrying amount of capital assets and intangible assets
held for resale for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. 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. Management has determined that as at December 31, 2001 no impairment of
intangible assets held for resale has occurred.

RECENT ACCOUNTING PRONOUNCEMENTS
The Securities and Exchange Commission Staff Accounting Bulletin No. 101 and
subsequent amendments and related releases ("SAB 101") released during the year
ended September 30, 1999 provide guidance for the recognition of revenue in
financial statements. The Company has considered the guidance presented therein
and believes that the Company's practices for the recording of revenue are
consistent with this guidance.

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.

In July 2001, the FASB issued 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. SFAS 142 is effective for fiscal years beginning
after December 15, 2001, with earlier adoption permitted. The adoption of SFAS
142 does not have a material impact on the Company's financial position or
results of operations.


NOTE 3 - ACQUISITION
--------------------------------------------------------------------------------

By agreement dated November 10, 2000 the Company acquired 11,714,080 Class A
common shares of AlbertaCo, representing 52% of the outstanding shares of
AlbertaCo, in consideration for 1,000,000 shares of the Company's common stock,
a cash payment of $400,000 and an additional $1,100,000 of which $275,000 was
settled in 2000 through the issuance of 550,000 shares of common stock at $0.50
per share. The remaining $825,000 was settled in 2001 through the issuance of
1,650,000 shares of common stock at $0.50 per share.

In addition, effective November 30, 2000, the Company made an offer to purchase
all of the remaining minority shareholdings of AlbertaCo on the basis of one
post-split share of the Company for each 5.1470556 shares of AlbertaCo. This
offer remained in effect until December 29, 2000. In connection with this offer,
the Company acquired an additional 7,079,039 shares of AlbertaCo, representing
31% of the outstanding shares of AlbertaCo, for consideration of 1,375,339
shares of the Company's common stock at a fair value of $0.64 per share.

As at December 29, 2000, after completion of the two transactions, the Company
owns 83% of the outstanding shares of common stock of the AlbertaCo.


                                       F-9
<PAGE>

COMMUNICATE.COM INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2001 AND 2000
-------------------------------------------------------------------------------

NOTE 3 - ACQUISITION (cont'd)
-------------------------------------------------------------------------------

This business combination has been accounted for using the purchase method of
accounting. The purchase price has been allocated as follows:
<TABLE>
<CAPTION>

<S>                                                                                                <C>
          Assets acquired at fair value:
                Current assets                                                                   $    350,568
                Fixed assets                                                                          519,798
                Intangible assets held for resale - domain names                                    3,421,135
                                                                                              ----------------

                                                                                                    4,291,501
          Liabilities assumed at fair value:
                Accounts payable and accrued liabilities                                           (1,301,421)
                Lease obligations                                                                    (109,863)
                                                                                              ----------------

          Purchase price                                                                         $  2,880,217
                                                                                              ================

          Components of the purchase price:
                 Cash paid on closing                                                            $    400,000
                 1,000,000 shares issued on closing at $0.50 per share                                500,000
                 Note payable                                                                       1,100,000
                                                                                              ----------------

                                                                                                    2,000,000
                 1,375,339 shares issued to minority shareholders at $0.64 per share                  880,217
                                                                                              ----------------

          Total purchase price                                                                   $  2,880,217
                                                                                              ================
</TABLE>



NOTE 4 - FIXED ASSETS
-------------------------------------------------------------------------------

                                                        2001             2000
                                           ------------------------------------


        Computer equipment                         $  208,388       $  216,252
        Furniture and fixtures                          6,568            6,568
        Office equipment                                3,993            3,993
                                           ------------------------------------
                                                      218,949          226,813

        Less: accumulated depreciation                (57,094)         (13,353)
        Less: impairment provision                   (144,423)               -
                                           ------------------------------------

                                                   $   17,432       $  213,460
                                           ====================================


As at December 31, 2001, computer equipment includes $56,295 of equipment held
under capital lease. In connection with this leased equipment the Company has
lease obligations of $20,237, which are due in 2002.

During 2001 the Company wrote down the carrying value of its fixed assets by
$144,423 to reflect the equipment's current net realizable value.


                                      F-10
<PAGE>

COMMUNICATE.COM INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2001 AND 2000
-------------------------------------------------------------------------------

NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
-------------------------------------------------------------------------------

Details of accounts payable and accrued liabilities are as follows:

                                           2001              2000
                                    ----------------------------------

        Trade accounts payable          $  353,807       $  478,777
        Accrued liabilities                341,248          341,248
        Taxes payable                       18,459           18,459
                                    ----------------------------------

                                        $  713,514       $  838,484
                                    ==================================


NOTE 6 - LOANS PAYABLE
-------------------------------------------------------------------------------

In connection with the acquisition of AlbertaCo, 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 AlbertaCo purchase agreement dated November 10, 2000. Amounts loaned by
PCMI are secured by a promissory note payable on demand and 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 of at a price equal to
80% of the average selling price of the Company's common stock for the fifteen
days prior to conversions. As at December 31, 2001, $400,000 has been loaned by
PCMI to the Company and $55,000 of interest has been accrued. PCMI and certain
of its officers and directors were also shareholders of AlbertaCo and sold their
shareholdings in AlbertaCo to the Company in connection with the minority
shareholder offer as described in Note 3, and as a result became shareholders of
the Company.

In 2001, the Company and its subsidiary signed a promissory note with Siden
Investments Ltd. ("Siden") for $150,000. As consideration for entering into the
agreement the Company agreed to pay the lender a $15,000 set up fee. The
proceeds of the loan were used to repay a loan from DMD Investments Ltd. in the
amount of $65,000 and to further settle liabilities of AlbertaCo. The loan bears
interest, calculated monthly, at the Royal Bank Prime Rate plus four percent
(4%) commencing November 1, 2001. To December 31, 2001 $3,342 of interest has
been paid in connection with this loan.

The Company provided security for this loan by way of a General Security
Agreement, a Promissory Note, an Option Agreement and the transfer of one of the
Company's domain names into Escrow until the loan is fully repaid. The Option
Agreement provides the lender the option to acquire 15,000,000 restricted shares
of the Company's common stock at a price of $0.01 per share for a period of
three years. Subsequent to year end this loan was repaid in full. Refer to Note
12.


NOTE 7 - CAPITAL STOCK
-------------------------------------------------------------------------------

As at December 31, 1999, the authorized common shares of the company consisted
of 50,000,000 Common Shares with a par value of $.001 of which 310,000 pre-split
shares were issued and outstanding. On June 27, 2000, the Board of Directors
passed a resolution to adopt a forward stock split at a ratio of 1:30 with the
effect that the total issued and outstanding shares increased to 9,300,000
shares. The stock split has been applied retroactively to all periods presented.

On November 8, 2000, in connection with the acquisition of AlbertaCo shares,
1,000,000 shares of common stock were issued at a price of $0.50 per share.

On December 14, 2000, 550,000 shares of common stock were issued at an agreed
value of $0.50 per share in settlement of $275,000 of the $1,100,000 payable in
connection with the November 10, 2000 acquisition of AlbertaCo shares.


                                      F-11
<PAGE>

COMMUNICATE.COM INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2001 AND 2000
-------------------------------------------------------------------------------

NOTE 7 - CAPITAL STOCK (cont'd)
--------------------------------------------------------------------------------

On December 29, 2000, 300,000 shares of common stock were issued at $0.91 per
share in connection with an Asian business development consulting agreement
dated November 23, 2000.

On December 29, 2000, 1,375,339 shares of common stock were issued at $0.64 per
share in connection with the purchase 7,079,039 shares of AlbertaCo from
minority shareholders of AlbertaCo. Refer to Note 3.

On January 23, 2001, 16,000 shares of common stock were issued in settlement of
debts totalling $20,000.

On June 20, 2001 1,650,000 shares of common stock were issued at an agreed value
of $0.50 per share in settlement of the $825,000 note payable in connection with
the November 10, 2000 acquisition of AlbertaCo shares. Refer to Note 3.

STOCK-BASED COMPENSATION
The Company accounts for stock-based compensation using the intrinsic value
method prescribed in Accounting Principles Board Opinion No. 25 "Accounting for
Stock Issued to Employees". This method recognizes compensation cost as the
amount by which the fair value of the stock exceeds the exercise price at the
date of grant.

The Company has no stock options outstanding as at December 31, 2001 and 2000.
Options were outstanding to purchase shares of common stock of AlbertaCo as at
the date of the acquisition of AlbertaCo. Effective January 1, 2001, the options
to purchase shares of common stock of AlbertaCo were cancelled. At as December
31, 2001, the Company had recorded no compensation expense for any period
relating to the granting of stock options.


NOTE 8 - DOMAIN SALES AND LEASING
-------------------------------------------------------------------------------

LEASE OF BOXING.COM
By agreement dated September 14, 2001, the Company agreed to lease the use of
its URL domain name (boxing.com) for $25,000 paid for the first six months, of
which $9,886 is shown as deferred revenue, and $30,000 due for the second six
months. Included in the agreement is an option to purchase the domain name for
$250,000 for 45 days after the one-year anniversary of this agreement and
$275,000 for 45 days after the eighteen-month anniversary of this agreement.

LEASE OF VANCOUVER.COM
By agreement dated March 21, 2001, AlbertaCo entered into an agreement to lease
its URL domain name (vancouver.com) for a ten year period for consideration of
2% of the gross revenue (exclusive of applicable taxes) generated by the lessee
in respect of on-line revenues originating from the domain name URL and 1% of
the gross revenue (exclusive of applicable taxes) generated by the lessee in
respect of offline revenues originating from the domain name URL. The lessee has
the right to purchase the domain name URL prior to the fifth anniversary date
for CAN$400,000 less all amounts previously paid to AlbertaCo during the lease
term. The lessee also has the right to purchase the domain name URL prior to the
eighth anniversary date for CAN$800,000 less all amounts previously paid to
AlbertaCo during the lease term. The lessee may cancel this agreement with 60
days notice of the annual anniversary date.

Also during 2001 the Company received non-refundable deposits of $82,385 towards
the sale of certain of its domain names. As these sales did not complete these
deposits were forfeited and have been included in revenue from domain sales for
the year.


NOTE 9 - RELATED PARTY TRANSACTIONS
--------------------------------------------------------------------------------

During the year salaries and consulting fees totalling $133,600 (2000 - $19,869)
were incurred to a director and a former director of the Company of which
$50,000 remains unpaid at December 31, 2001 and is included in accounts payable.


                                      F-12
<PAGE>
COMMUNICATE.COM INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2001 AND 2000
-------------------------------------------------------------------------------

NOTE 10 - INCOME TAXES
--------------------------------------------------------------------------------

The Company's subsidiary, AlbertaCo is subject to Canadian federal and British
Columbia provincial taxes in Canada and the Company is subject to United States
federal and state taxes.

The Company has net operating loss carryforwards of approximately $5,800,000
which result in deferred tax assets. The carryforwards will expire, it not
utilized, commencing in 2006. Management believes that the realization of the
benefits from these deferred tax assets appears uncertain due to the Company's
limited operating history and continuing losses. Accordingly, a full deferred
tax asset valuation allowance has been provided and no deferred tax asset
benefit has been recorded.


NOTE 11 - 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, note payable and capital lease obligation. The fair values of these
financial instruments approximate their carrying values. The fair value of the
Company's capital leases are estimated based on market value of financial
instruments with similar terms. Management believes that the fair value of the
debt approximates its carrying value.


NOTE 12 - CONTINGENCIES
-------------------------------------------------------------------------------

The former Chief Executive Officer of AlbertaCo commenced a legal action against
AlbertaCo on March 9, 2000 for wrongful dismissal and breach of contract. He is
seeking, at minimum, 18.39% of the outstanding shares of AlbertaCo, 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.

Subsequent to year-end a claim was threatened against AlbertaCo for breach of
contract and debts allegedly owing relating to marketing service rendered from
April1, 2000 to March 31, 2001 in the amount of $85,000. The Company has not yet
received a Statement of Claim and as such the outcome of this threatened claim
is presently not determinable.


                                      F-13
<PAGE>

COMMUNICATE.COM INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2001 AND 2000
-------------------------------------------------------------------------------

NOTE 12 - CONTINGENCIES (cont'd)
--------------------------------------------------------------------------------

Subsequent to year end the Company repaid the balance of the principal and
interest outstanding in connection with the amounts borrowed from Siden (refer
to Note 6). Since the date of repayment, a dispute has arisen between Siden and
the Company regarding the exercisability of the Option Agreement (the "Option").
It is the Company's belief that inasmuch as the Option was granted as additional
security for the Loan, and inasmuch as the Loan has been repaid in full, the
Option has terminated and is of no further force or effect. While Siden has not
attempted to exercise the option, Siden has advised the Company that it believes
it is entitled to do so. Based on the advice of counsel, the Company believes
that while there can be no certainty in this matter absent a settlement or
judicial proceeding, neither of which has been commenced, the Company is able to
raise additional defences to Siden's claim, should a claim be made or an action
brought against the Company or the Subsidiary. No formal demand has been made
with respect to this matter and, therefore, the Company cannot evaluate whether
it would prevail in an action.


NOTE 13 - SUBSEQUENT EVENTS
--------------------------------------------------------------------------------

AlbertaCo has entered into an agreement to sell one of its URL domain names for
proceeds of $200,000.































                                      F-13