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, 2002
                                                            -----------------

[ ]  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)

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


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

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

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

        TITLE OF EACH CLASS            NAME OF EACH EXCHANGE ON WHICH REGISTERED

               None                                        N/A
-----------------------------------    -----------------------------------------

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.              2002 FORM 10-KSB                  PAGE 2 OF 19


State issuer's revenues for its most recent fiscal year.   $504,100.

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: $698,531 AS OF MARCH 19, 2003 {$0.05 X
13,970,623}

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                      14,691,339

Documents incorporated by reference:      NONE

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



<page>
COMMUNICATE.COM INC.              2002 FORM 10-KSB                  PAGE 3 OF 19


FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-KSB for the year ended December 31, 2002,
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, 2002, 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 16, 2000 to "Communicate.com Inc." Communicate has an authorized capital
of 50,000,000 shares of common stock with 14,691,339 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, 20,905,727 (93%) 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. 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 domain names to develop internet-related business ventures.

Online Business Network. The Subsidiary holds title to more than 30 intuitive,
generic domains in a variety of categories, such as Health & Beauty (such as
Makeup.com and Perfume.com) and Sports & Recreation (such as Wrestling.com and
Boxing.com). Communicate 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 economies of scale



<page>
COMMUNICATE.COM INC.              2002 FORM 10-KSB                  PAGE 4 OF 19


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 revenue-sharing, leasing, web-advertising
and trading of domain names. Communicate has not, to date, established such a
network and will only do so when and if it believes adequate businesses have
shown an interest in establishing a network, and when Communiate has raised
sufficient funds to invest in the establishment of a network.

Joint Ventures and Participations. Communicate believes that its inventory of
generic domain names may be attractive to established non-Internet businesses
that are leaders or near-leaders in their respective industries. 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. Similarly, Communicate seeks to identify end-consumers
who purchase the products and services that compliment the businesses utilizing
Communicate's inventory of domain names. Since the last quarter of 2000,
Communicate implemented this strategy by entering into arrangements pursuant to
which Communicate leased 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; however, there can be no assurance
that Communicate will be able to locate such opportunities, or if located, it
will be able to enter into arrangements with such entities.

Sale and Lease of Domain Names. Communicate recognizes opportunities which arise
to monetize its ownership of domain names by selling or leasing the domain
names, which may be more valuable than the exploitation of the ownership value
of the names. Communicate has previously sought opportunities to sell all or a
portion of the domain names it holds in one or a series of transactions and, 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 withdrew its
offer to purchase and Communicate and the Subsidiary mutually agreed to release
the purchaser from its obligation and to return the funds held in escrow.
Management believes the value of the domain name assets is higher than the offer
received based on market information and subsequent negotiations with other
potential purchasers and further believes that by selling the domain names
individually rather than as a portfolio it can realize values equivalent to or
better than the carrying values of the assets. The carrying values of the assets
were reduced by $1,426,736 to $1,793,264 upon the adoption of SFAS 142 on
January 1, 2002 (See Item 6 - Management's Discussion and Analysis - Results of
Operation). Communicate 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 the Company as outlined above.

Communicate also seeks opportunities to lease its domain names to companies
seeking to benefit from the availability of advertising and traffic generated by
generic domain names.

Advertising Revenues. Communicate entered into an arrangement with Overture
Services, Inc. ("Overture") in 2001, pursuant to which Communicate is paid a fee
for referrals to sites with connections to Overture. During the past fiscal
year, this arrangement accounted for approximately one-third of advertising
revenues. Communicate seeks out similar opportunities, but cannot predict
whether it will be successful in locating or implementing additional
opportunities, or maintaining its relationship with Overture.

Management Fees. The Company generated fees from the management of its
Subsidiary of $60,000 in each of the years 2002 and 2001 and did not have any
revenues generated from its business operations during its previous two fiscal
years.

The Company's business subjects it to a number of risks. In addition to
competitive risks (See Item 1 - Business - Competition), Communicate is engaged
in businesses which have not proved themselves to be profitable, and there can
be no assurance that the Company's business strategy will be profitable.
Moreover, Communicate relies on an inventory of generic domain names for lease,
sale, and other ventures, each of which is a ".com" domain name suffix. The
Internet Corporation for Assigned Names and Numbers ("ICANN") has introduced,
and has proposed the introduction, of additional new domain name suffixes, which
may be as or more attractive than the ".com" domain name suffix. New root domain
names 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.
Communicate does not presently intend to acquire domain names using newly
authorized root domain names to match its existing domain names, although
Communicate has recently participated in the domain name auction for certain .cn
(China) root domain names to complement its growth strategy.



<page>
COMMUNICATE.COM INC.              2002 FORM 10-KSB                  PAGE 5 OF 19


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, as noted above, 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 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 has not, however, identified specific business
opportunities and there can be no assurance that it will do so.

EMPLOYEES

Communicate and it Subsidiary share three full-time employees and two part-time
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 are independent contractors and work from their respective offices.

GOVERNMENTAL REGULATION

Licensing. Currently, other than business and operations licenses applicable to
most commercial ventures, Communicate is not required to obtain any governmental
approval for its business operations, although Communicate applies to ICANN and
its contractors to obtain and maintain its domain name assets. There can be no
assurance, however, that governmental institutions will not, in the future,
impose licensing or other requirements on the Company. Additionally, as noted
below, there are a variety of laws and regulations which may, directly or
indirectly, have an impact on Communicate's business.

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. A number of state
governments have also proposed or enacted privacy legislation which reflects or,
in some cases, extends the limitations imposed by the Gramm-Leach-Bliley Act and
COPPA. These laws may further impact the cost of doing business on the Internet
and the attractiveness of Communicate's inventory of domain names.

Advertising Regulations. In response to concerns regarding "spam" (unsolicited
electronic messages), "pop-up" web pages and other Internet advertising, the
federal government and a number of states have adopted or proposed laws and
regulations which would limit the use of unsolicited Internet advertisements.
While a number of factors may prevent the effectiveness of such laws and
regulations, the cumulative effect may be to limit the attractiveness of
effecting sales on the Internet, thus reducing the value of Communicate's
inventory of domain names.

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



<page>
COMMUNICATE.COM INC.              2002 FORM 10-KSB                  PAGE 6 OF 19


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

Except for Communicate's relationship with Overture, Communicate does not
currently depend on any single customer for a significant proportion of its
business. However, as the Company enters into strategic transactions, the
Company may choose to grant exclusive rights to a small number of parties or
otherwise limit its activities which could, 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 40 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 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 40 "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" and "Mouse.com".

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.

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.


<page>
COMMUNICATE.COM INC.              2002 FORM 10-KSB                  PAGE 7 OF 19


                                     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 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 December 2002        $ 0.20        $ 0.05      Yahoo Finance
      30 September 2002       $ 0.17        $ 0.06      Yahoo Finance
      30 June 2002            $ 0.11        $ 0.05      Yahoo Finance
      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
      ------------------------------------------------------------------


DIVIDENDS

Communicate has declared no dividends on its common stock in fiscal 2002. The
Company has no current plans to declare or pay any dividend on its common stock.

RECENT SALES OF UNREGISTERED SECURITIES

On June 28, 2002, the Board of Directors authorized the issuance of 500,000
shares of common stock to David Jeffs as full and final settlement of a $50,000
debt assumed by the Registrant from the Subsidiary. The debt was accumulated
from services provided by Mr. Jeffs. Communicate relied on an exemption from
registration under Section 4(2) of the Securities Act of 1933 in issuing the
shares. These shares are restricted securities and are subject to resale
restrictions under Rule 144.

On June 28, 2002, the Board of Directors authorized the issuance of 2,000,000
share purchase warrants which will grant Pacific Capital Markets Inc. the right
to acquire one common share for each warrant at an exercise price of $0.05 per
common share at any time after June 28, 2002 through June 28, 2004. The Warrants
are non-transferable. Communicate relied on an exemption from registration under
Section 4(2) of the Securities Act of 1933 in issuing the shares. These shares
are restricted securities and are subject to resale restrictions under Rule 144.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS.

Communicate is in the business of developing and commercializing its portfolio
of approximately 40 domain names, at least 30 of which generate meaningful
amounts of Internet traffic, which Communicate attributes to, among other
things, their generic descriptive nature of a product or services category.
Communicate has reduced the number of domain names it owns from 80 to
approximately 40 because Management determined that those domain names were not
generating adequate Internet traffic to provide meaningful commercial value.

The Company believes that it can develop and sustain a business based on the
lease, sale and other exploitation of domain names because, in part, of 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.

<page>

COMMUNICATE.COM INC.              2002 FORM 10-KSB                  PAGE 8 OF 19

The Company recently has participated in the .cn (China) root domain name
auction and acquired a number of .cn domain names to enhance its travel business
(e.g. airfare.cn, hostels.cn and rooms.cn) and trade-directory business (e.g.
naturalgas.cn, fertilizer.cn, minerals.cn and gemstones.cn) which are being
planned and developed. Management believes the acquired domain names in addition
to those already owned by the Company will increase its overall Internet traffic
with minimal spending on advertising.

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.


<page>
COMMUNICATE.COM INC.              2002 FORM 10-KSB                  PAGE 9 OF 19

<table>
<caption>

        For the Years Ended                                  December 31, 2002   December 31, 2001
        ------------------------------------------------------------------------------------------
        
                                                    <c>                  <c>
        STATEMENTS OF OPERATIONS DATA
        -----------------------------
        Net Domain Sales                                       $    138,423         $     31,208
        Domain Name Advertising and Leasing                         365,679              230,066
        Other Revenue                                                    --               15,160
                                                               ------------         ------------
          Total Revenues                                       $    504,102         $    276,434
                                                               ------------         ------------
        General and Administrative                             $   (159,080)        $   (266,697)
        Professional and Consulting Fees                           (186,378)            (271,989)
        Write Down of Fixed Assets                                       --             (144,423)
        Depreciation                                                 (4,757)             (44,839)
                                                               ------------         ------------
          Total Expenses                                       $   (350,215)        $   (727,948)
                                                               ------------         ------------
        Operating Income (Loss)                                $    153,887         $   (453,371)
        Net Gain on Settlement of Debt                               81,679               80,318
        Gain (Loss) on Disposal of Assets                            13,736               (1,857)
        Interest Expense                                            (61,695)             (58,199)
        Loss on Settlement of Lawsuit                               (24,000)                  --
        Loss On Purchase of Minority Interest                       (15,741)                  --
                                                               ------------         ------------
        Net Income (Loss) Before Accounting Change             $    148,136         $   (431,252)
        Cumulative Effect of Accounting Change                   (1,426,736)                  --
                                                               ------------         ------------
        Net (Loss) for the Period                              $ (1,278,600)        $   (431,252)
                                                               ============         ============
        Basic Earning (Loss) Before Accounting Change          $       0.01         $      (0.03)
        Effect of Accounting Change                            $      (0.10)                  --
                                                               ------------         ------------
        Basic (Loss) per Share                                 $      (0.09)        $      (0.03)
                                                               ============         ============
        Weighted Average Number of Shares Outstanding            14,446,134           13,156,475

        BALANCE SHEET DATA
        ------------------
        Current Assets                                         $     77,459         $    125,931
        Fixed Assets                                                 12,675               17,432
        Intangible Assets Held for Resale                         1,793,264            3,341,577
                                                               ------------         ------------
          Total Assets                                         $  1,883,398         $  3,484,940
                                                               ============         ============
        Accounts Payable and Accrued Liabilities               $    347,340         $    713,514
        Loans Payable                                               375,000              605,000
        Lease Obligation and Other Liabilities                        9,893               30,123
                                                               ------------         ------------
          Total Liabilities                                    $    732,233         $  1,348,637
                                                               ------------         ------------
        Common Stock                                           $      5,701         $      5,201
        Additional Paid in Capital                                3,066,516            2,772,016
        Accumulated Deficit                                      (1,921,052)            (640,914)
                                                               ------------         ------------
          Total Stockholders' Equity                           $  1,151,165         $  2,136,303
                                                               ------------         ------------
          Total Liabilities and Stockholders' Equity           $  1,883,398         $  3,484,940
                                                               ============         ============
</table>
<page>
COMMUNICATE.COM INC.              2002 FORM 10-KSB                 PAGE 10 OF 19


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, 2002,
Communicate sold two domain names for $138,420 net of cost, an increase of
$107,210 or 344% over the same period of 2001; however, the trading of domain
names is difficult to forecast, and Management cannot reasonably predict this
line of revenue for 2003. The cash received from the sales were used to pay
accrued interest and reduce the principal in notes payable. Management currently
plans to market its sports domain names and continue to assess offers as they
materialize.

During the twelve months ended December 31, 2001, Communicate earned revenue of
approximately $40,000 from the conditional sales of three sports domain names.
The sales agreements for the three sports domain names have been terminated by
the end of 2001 as the purchasers are unable to finance the purchases.

Web Advertising and Leasing - During the twelve months ended December 31, 2002,
Communicate generated leasing and advertising revenue of $365,680 which
represented an increase of $135,610 or 58.9% from 2001, most of which can be
attributed to its arrangement with Overture Services, Inc., which was entered
into in 2001. The remainder of the increase in revenues is attributed to lease
renewals and new lease arrangements in which Communicate has been successful in
negotiating a flat-monthly fee rather than a leasing fee based on revenue
generated. Management believes that its ability to enter into such arrangements
stems from the fact that Communicate has demonstrated that its domain names are
able to generate traffic and revenue. Management expects to pursue further this
line of revenue at or above the same for fiscal 2003.

During the twelve months ended December 2001, Communicate recognized 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 categories described by the
generic domain names.

GENERAL AND ADMINISTRATIVE EXPENSE. During the twelve months ended December 31,
2002, Communicate's general and administrative expenses were $159,080, a
reduction of $107,610 or 40% from 2001. Management continues to explore
potential reductions in its general and administrative expenses, including
reductions in rent, telephone, and travel expenses.

During the twelve months ended December 31, 2001, Communicate's recorded 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.

PROFESSIONAL AND CONSULTING FEES. During the twelve months ended December 31,
2002, Communicate's fees for accounting, legal and consulting were $186,380, a
reduction of $85,610 or 32% from 2001. Communicate has been able to reduce legal
fees as it has resolved outstanding litigation matters.

During the twelve months ended December 31, 2001, Communicate incurred fees for
accounting, legal and consulting of $271,990. Legal fees related to litigation
and securities compliance, and accounting fees accounted for the majority of
such expenses.

WRITE DOWN OF FIXED ASSETS. During the twelve months ended December 31, 2002,
there was no write-down of physical fixed assets. Communicate does not
anticipate purchasing any plant or significant equipment in 2003.

GAIN ON DEBT SETTLEMENT. During the twelve months ended December 31, 2002, the
Company settled with various creditors and recorded gain on debt settlement of
$81,680. In comparison, during the twelve months ended December 31, 2001, the
Company settled with various creditors and recorded gain on debt settlement of
$80,320.




<page>
COMMUNICATE.COM INC.              2002 FORM 10-KSB                 PAGE 11 OF 19


INTEREST EXPENSE. During the twelve months ended December 31, 2002, the Company
had interest expense of $61,700, compared to an interest expense of $58,200
during the twelve months ended December 31, 2001.

LOSS ON SETTLEMENT OF LAWSUIT. During the twelve months ended December 31, 2002,
the Company litigated its obligations under a marketing contract with Gartner,
Inc. While the court agreed with the Company that the contract was a trial
subscription, the court did allow for fees during the period of use and certain
court costs which totalled $24,000. The Company arranged with Gartner, Inc. to
pay the award over a six-month period starting in February 2003.

CHANGE IN ACCOUNTING POLICY. As at January 1, 2002, in compliance with
applicable accounting practices under SFAS 142, Communicate recorded an
impairment of its intangible assets held for resale which resulted from a
decline in the market value of the Registrant's stock in the amount of
$1,426,736. The charge is a non-cash item and does not affect the cash position
of the Registrant.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2002 Communicate had current liabilities in excess of current
assets, resulting in a working capital deficit of $654,774, a reduction of
$567,932, or 46% from December 31, 2001. Communicate has used cashflow generated
from operations primarily to reduce the principal owed under notes payable and
to extinguish certain related-party debts resulting in an increase to paid in
capital. During the year ended December 31 2002, Communicate realized net loss
of $1,278,600 as compared to a net loss of $431,250 in 2001. The net loss in
2002 included a non-cash charge of $1,426,740 to reduce the carrying value of
intangible assets in accordance with SFAS 142. Excluding the non-cash charge,
Communicate generated a net income of $148,136. Since inception, Communicate has
accumulated a deficit of $1,946,591 and has a stockholders' equity of
$1,151,165.

Since November 2000 Communicate has worked to improve its liquidity position.
While Management believes it has made significant progress in enhancing its
liquidity, there is no certainty that the improvements can continue in view of
changing market conditions, technological innovations and legal and regulatory
requirements. Based on these factors, and the difficulty in raising funds in
equity or debt markets, there is substantial doubt about Communicate's ability
to continue as a going concern.

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 working capital deficit of $1,853,741,
which Management attributes primarily to the conversion a note payable of
$825,000 into common shares of the Company during 2001. In 2001, Communicate had
a net operating loss of $307,091.

On October 10, 2001, Communicate entered into a loan agreement with Siden
Investments, Inc. ("Siden"), pursuant to which Siden advanced to Communicate an
aggregate of $150,000, including funds previously advanced to Communicate (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,
and the Option Agreement with Siden was extinguished.

Communicate and the Subsidiary may not be able to satisfy its cash requirements
for the next 12 months without having to raise additional funds. Communicate
estimates it will require $500,000 to satisfy its cash requirements for the
next 12 months, including approximately $375,000 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 efforts to reduce debt. Communicate expects to
seek 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, and if it is unable to do so, it may
be unable to continue operations.

Communicate does not anticipate purchasing any plant or significant equipment in
the immediate future.


<page>
COMMUNICATE.COM INC.              2002 FORM 10-KSB                 PAGE 12 OF 19


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.

ITEM 7.  FINANCIAL STATEMENTS

See audited financial statements for the period ended December 31, 2002 and 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 executive officers and directors are identified below.

<table>
<caption>
----------------------------------------------------------------------------------------------------------------
Directors and Officers
----------------------------------------------------------------------------------------------------------------
                                                      Office
         Names                         Communicate                          The Subsidiary                  Age


                          <c>                                   <c>                                      <c>
David M Jeffs                Director, Chief Executive Officer     Director and President                   33
(Appointed July 23, 2002.)   and President

R. Leigh Jeffs               Director, Chief Executive Officer     Director, Chief Executive Officer,       55
(Appointed Feb 22, 2002.     and President                         President
Resigned July 23, 2002.)

J Cameron Pan                Chief Financial Officer and           Corporate Secretary                      40
(Resigned Feb 22, 2002.      Corporate Secretary
Reappointed August 1, 2002)
----------------------------------------------------------------------------------------------------------------
</table>


David Jeffs o Mr. David Jeffs (33) was a consultant to Domain Holdings Inc. from
November 2000 and was responsible for revenue generating initiatives. Prior to
consulting for Domain Holdings Inc., Mr. Jeffs was the President and Director of
a private corporation trading in consumer goods products since 1997. Mr. Jeffs
is a graduate of University of British Columbia majoring in Economics.

Leigh Jeffs o Mr. Jeffs (55) was a consultant to Wet Coast Capital Corp. from
2001. Mr. Jeffs was the Chief Financial Officer from 1999 to 2001 of Cryopak
Industries Inc., a Nasdaq OTCBB-listed company (Symbol:CYPKF). Mr. Jeffs was the
President of Cryopak Corporation from 1990 to 1999 and had been a Director of
Cryopak Corporation from 1990 to 2002.



<page>
COMMUNICATE.COM INC.              2002 FORM 10-KSB                 PAGE 13 OF 19


Cameron Pan o Mr. Pan (40) 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.

Mr. David Jeffs is a nephew of Mr. Leigh Jeffs. Other than this described
relationship, 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.

AUDIT COMMITTEE FINANCIAL EXPERT.

Communicate currently has two vacancies on its board of directors and plans to
fill at least one of those vacancies with a financial expert to chair its audit
committee.

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.

CODE OF ETHICS.

Communicate has adopted a code of ethics for its officers and employees and has
attached it as an Exhibit to this Form 10-KSB. Communicate will post its code of
ethics at its corporate website located at www.cmnn.com.


<page>
COMMUNICATE.COM INC.              2002 FORM 10-KSB                 PAGE 14 OF 19


ITEM 10.  EXECUTIVE COMPENSATION.

                           SUMMARY COMPENSATION TABLE

<table>
<caption>
                                                                                  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     -ation       awards         SARs       Payouts     -sation
        position            Year     ($)       ($)        ($)         ($)           (#)          ($)        ($)
           (a)              (b)      (c)       (d)        (e)         (f)           (g)          (h)        (i)
--------------------------------------------------------------------------------------------------------------------

                         <c>     <c>       <c>        <c>         <c>           <c>          <c>        <c>
David Jeffs, CEO            2000     n/a       n/a        n/a         n/a           n/a          n/a        n/a
Jul 2002 - Dec 2002         2001     n/a       n/a        n/a         n/a           n/a          n/a        n/a
                            2002    72,000    50,000     none        none          none         none       none
--------------------------------------------------------------------------------------------------------------------
R Leigh Jeffs, CEO          2000     n/a       n/a        n/a         n/a           n/a          n/a        n/a
Feb 2002 - July 2002        2001     n/a       n/a        n/a         n/a           n/a          n/a        n/a
                            2002    10,000     none      none        none          none         none        none
--------------------------------------------------------------------------------------------------------------------
Cameron Pan, CFO            2000     6,936     None      none        none          none         None        none
Aug 2000-Feb 2002; Jul      2001    45,600    50,000     none        none          none         none        none
2002 - Dec 2002.            2002    68,000     none      none        none          none         none        none
--------------------------------------------------------------------------------------------------------------------
</table>

(1) Paid by the Subsidiary.

Prior to Mr. David Jeffs' appointment as President in July 2002, Mr. David Jeffs
worked as a consultant and was paid consulting fees of $5,333 in 2000, $40,000
in 2001, and $42,000 from January to July 2002. Mr. David Jeffs also received a
bonus of $50,000 during 2002 and settled for 500,000 restricted common shares in
the Company in lieu of cash (See Item 5 - Market for Common Equity and Related
Stockholder Matters - Recent Sale of Unregistered Securities). Mr. David Jeffs
received $30,000 as salary from August to December 2002. As at the end of 2002,
there was no balance owing to Mr. David Jeffs by the Company.

In July 1, 2000, the Subsidiary agreed with Mr. Pan to pay him an annual salary
of CDN$72,000. Prior to Communicate's acquisition of the Subsidiary on November
10, 2000, the Subsidiary had paid Mr. Pan a salary of $44,720 during fiscal
2000. On Dec 31, 2000, Mr. Pan agreed to reduce his annual salary to CDN$60,000
until the financial position of the Company improved. The Company increased Mr.
Pan's salary to CDN$6,200 per month on June 1, 2001 and accrued a performance
bonus of $50,000 to Mr. Pan at the end of 2001. 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. Mr. Pan resigned in February 2002, and
accordingly the Company accrued a severance allowance of $36,000 to Mr. Pan
based on a monthly salary of $6,000. While Mr. Pan consulted for the Company
from February to July 2002, Mr. Pan was reappointed as CFO at the end of July
2002. As at the end of 2002, the Company owed Mr. Pan $76,000 in
employment-related compensation.

Except for the agreements with Mr. David Jeffs and Mr. 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.

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. On July 23, 2002, the Company
granted to Mr. Pan 580,000 stock purchase options to acquire one common share
per option at a price of $0.10 per share for a period of two year.

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.

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.


<page>
COMMUNICATE.COM INC.              2002 FORM 10-KSB                 PAGE 15 OF 19


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)
        ---------------------------------------------------------------------------------------------------
        
                     <c>                                       <c>                     <c>
        Common Stock            R Leigh Jeffs                               None                  0.0%
                                600 - 1100 Melville Street
                                Vancouver, BC  V6E 4A6
        ---------------------------------------------------------------------------------------------------
        Common Stock            David Jeffs                               669,900                 4.6%
                                600 - 1100 Melville Street
                                Vancouver, BC  V6E 4A6
        ---------------------------------------------------------------------------------------------------
        Common Stock            Cameron Pan                                50,816                 0.3%
                                600 - 1100 Melville Street
                                Vancouver, BC  V6E 4A6
        ---------------------------------------------------------------------------------------------------
        Common Stock            Directors and Executive                   720,716                 4.9%
                                Officers as a group
        ===================================================================================================
</table>

 (1) Based on 14,691,339 shares of common stock issued and outstanding as of
March 27, 2003.

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 RELATED TRANSACTIONS.

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

EXHIBIT A        Audited Financial Statements as of December 31, 2002 for the
                 period October 10, 1995 (inception) to
                 December 31, 2002.

3.1              Articles of Incorporation(1).

3.2              Bylaws (1)

3.3              Certificate of Amendment to Articles of Incorporation (1)

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. (4)

10.6             Option Agreement dated October 10, 2001, between Siden
                 Investments Ltd. and Communicate.com Inc. (4)

14.1             Code of Ethics.

(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.
<page>
COMMUNICATE.COM INC.              2002 FORM 10-KSB                 PAGE 16 OF 19

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

(4) Filed as an exhibit to the Company's Report on Form 10-KSB for the fiscal
year ended December 31, 2002, filed April 16, 2002.

(b) Reports on Form 8-K.

There were no reports on Form 8-K filed by Communicate during the last quarter
of the fiscal year ending December 31, 2002.

ITEM 14.  CONTROLS AND PROCEDURES.

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


<page>
COMMUNICATE.COM INC.              2002 FORM 10-KSB                 PAGE 17 OF 19



                                   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/ DAVID M JEFFS
                                   --------------------------------------------
                              Name and Title:   DAVID M JEFFS - DIRECTOR AND CEO
                                                --------------------------------
                              Dated:   MARCH 27, 2003
                                       -----------------------------------------


                              BY:  /s/ J CAMERON PAN
                                   ---------------------------------------------
                              Name and Title:   J CAMERON PAN - TREASURER
                                                --------------------------------
                              Dated:   MARCH 27, 2003
                                       -----------------------------------------

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/  DAVID M JEFFS
                                   ---------------------------------------------
                              Name and Title:   DAVID M JEFFS - DIRECTOR AND CEO
                                                --------------------------------
                              Dated:   MARCH 27, 2003
                                       -----------------------------------------


                              By:  /s/ J CAMERON PAN
                                       -----------------------------------------
                              Name and Title:   J CAMERON PAN - TREASURER
                                                --------------------------------
                              Dated:   MARCH 27, 2003
                                       -----------------------------------------

<page>

                                 CERTIFICATIONS
                                 --------------

I, David M Jeffs, certify that:

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

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

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

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

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

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

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

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

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

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

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 27, 2003

/S/ DAVID M JEFFS
-----------------
David M Jeffs, Director and CEO


<page>


                                 CERTIFICATIONS
                                 --------------

I, J Cameron Pan, certify that:

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

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

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

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

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

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

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

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

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

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

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 27, 2003

/S/ J CAMERON PAN
-----------------
 J Cameron Pan - Treasurer

<page>



                              COMMUNICATE.COM INC.


                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001










AUDITORS' REPORT

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       F-1
<page>
                                               610- 938 HOWE STREET
            LABONTE & CO.                      VANCOUVER, BC  CANADA
---------------------------------------        V6Z 1N9
C H A R T E R E D A C C O U N T A N T S        TELEPHONE      (604) 682-2778
----------------------------------------       FACSIMILE      (604) 689-2778
                                               EMAIL:     INFO@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, 2002 and 2001 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 audits 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, 2002
and 2001 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.

                                                           CHARTERED ACCOUNTANTS


Vancouver, B.C.
February 18, 2003

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 18, 2003 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.

                                                           CHARTERED ACCOUNTANTS


Vancouver, B.C.
February 18, 2003

                                       F-2


<page>
                              COMMUNICATE.COM INC.

                           CONSOLIDATED BALANCE SHEETS


<table>
<caption>
                                                                                         December 31,     December 31,
                                                                                             2002             2001
----------------------------------------------------------------------------------------------------------------------

                                                                                     <c>              <c>
                                                       ASSETS

CURRENT ASSETS
     Cash and cash equivalents                                                          $     55,527     $    52,672
     Accounts receivable                                                                      19,957          64,450
     Prepaid expenses                                                                          1,975           8,809
----------------------------------------------------------------------------------------------------------------------

                                                                                              77,459         125,931

FIXED ASSETS (Note 4)                                                                         12,675          17,432
INTANGIBLE ASSETS HELD FOR RESALE (Note 3)                                                 1,793,264       3,341,577
----------------------------------------------------------------------------------------------------------------------

                                                                                        $  1,883,398     $ 3,484,940
======================================================================================================================


                                        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable and accrued liabilities                                           $    347,340     $   713,514
     Loans payable (Note 5)                                                                  375,000         605,000
     Deferred revenue                                                                             --           9,886
     Lease obligation                                                                          9,893          20,237
----------------------------------------------------------------------------------------------------------------------

                                                                                             732,233       1,348,637
----------------------------------------------------------------------------------------------------------------------


COMMITMENTS AND CONTINGENCIES (Notes 1 and 10)

STOCKHOLDERS' EQUITY
     Capital stock (note 6)
          Authorized
               50,000,000 Common shares, $.001 par value
          Issued and outstanding
               14,691,339 (2001 - 14,191,339) Common shares                                    5,701           5,201
     Additional paid in capital                                                            3,066,516       2,772,016
     Accumulated deficit                                                                  (1,946,591)       (667,991)
     Accumulated other comprehensive income                                                   25,539          27,077
----------------------------------------------------------------------------------------------------------------------

                                                                                           1,151,165       2,136,303
----------------------------------------------------------------------------------------------------------------------

                                                                                        $  1,883,398     $ 3,484,940
======================================================================================================================
</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, 2002     December 31, 2001
-----------------------------------------------------------------------------------------------------------------------------

                                                                                     <c>                    <c>
REVENUES
     Domain name sales                                                                  $    260,000           $    73,568
     Cost of domain name sales                                                              (121,577)              (42,360)
-----------------------------------------------------------------------------------------------------------------------------
     Net domain name sales revenue                                                           138,423                31,208
     Domain name leasing and advertising revenue                                             365,679               230,066
     Other                                                                                        --                15,160
-----------------------------------------------------------------------------------------------------------------------------

                                                                                             504,102               276,434
-----------------------------------------------------------------------------------------------------------------------------

EXPENSES
     General and administrative                                                              159,080               266,697
     Professional and consulting fees                                                        186,378               271,989
     Write down of fixed assets                                                                   --               144,423
     Depreciation                                                                              4,757                44,839
-----------------------------------------------------------------------------------------------------------------------------

                                                                                             350,215               727,948
-----------------------------------------------------------------------------------------------------------------------------

OPERATING INCOME (LOSS)                                                                      153,887              (453,371)
INTEREST EXPENSE                                                                             (61,695)              (58,199)
NET GAIN ON SETTLEMENT OF DEBT                                                                81,679                80,318
LOSS ON SETTLEMENT OF LAWSUIT                                                                (24,000)                   --
GAIN (LOSS) ON DISPOSAL OF ASSETS                                                             13,736                (1,857)
LOSS ON ACQUISITION OF MINORITY INTEREST (NOTE 3)                                            (15,471)                   --
-----------------------------------------------------------------------------------------------------------------------------

NET INCOME (LOSS) BEFORE THE FOLLOWING                                                       148,136              (431,252)

CUMULATIVE EFFECT OF ACCOUNTING CHANGE (NOTE 2)                                           (1,426,736)                   --
-----------------------------------------------------------------------------------------------------------------------------

NET INCOME (LOSS) FOR THE PERIOD                                                        $ (1,278,600)          $  (431,252)
=============================================================================================================================


BASIC EARNINGS (LOSS) PER SHARE BEFORE
     CUMULATIVE EFFECT OF ACCOUNTING CHANGE                                             $       0.01           $     (0.03)
EFFECT OF ACCOUNTING CHANGE                                                                    (0.10)                   --
----------------------------------------------------------------------------------------------------------------------------

BASIC EARNINGS (LOSS) PER SHARE                                                         $      (0.09)          $     (0.03)
============================================================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                                      14,446,134            13,156,475
============================================================================================================================
</table>

              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, 2002 AND 2001

<table>
<caption>
                                                               Common shares             Additional       Accumulated
                                                         Number of shares  Amount      Paid-In Capital      Deficit
------------------------------------------------------------------------------------------------------------------------

                                                         <c>           <c>          <c>                <c>
Balance, December 31, 2000                                  12,525,339    $  3,535     $  1,928,682       $  (236,739)
Issuance of 16,000 common shares at $1.25 per share             16,000          16           19,984                --
Issuance of 1,650,000 common shares at $0.50 per share       1,650,000       1,650          823,350                --
Currency translation adjustment                                     --          --               --                --
Net loss, year ended December 31, 2001                              --          --               --          (431,252)
------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2001                                  14,191,339       5,201        2,772,016          (667,991)
Issuance of 500,000 common shares at $0.10 per share           500,000         500           49,500                --
Issuance of 2,000,000 share purchase warrants (Note 5)              --          --           85,100
Settlement of debt (Note 5)                                                                 159,900                --
Currency translation adjustment                                     --          --               --                --
Net loss, year ended December 31, 2002                              --          --               --        (1,278,600)
------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2002                                  14,691,339    $  5,701     $  3,066,516      $ (1,946,591)
========================================================================================================================



<caption>


                                                         Accumulated other
                                                            comprehensive       Total Stockholder's
                                                             income (loss)            Equity
-----------------------------------------------------------------------------------------------------------

                                                          <c>                   <c>
Balance, December 31, 2000                                   $   (6,864)           $  1,688,614
Issuance of 16,000 common shares at $1.25 per share                  --                  20,000
Issuance of 1,650,000 common shares at $0.50 per share               --                 825,000
Currency translation adjustment                                  33,941                  33,941
Net loss, year ended December 31, 2001                               --                (431,252)
-----------------------------------------------------------------------------------------------------------


Balance, December 31, 2001                                       27,077               2,136,303
Issuance of 500,000 common shares at $0.10 per share                 --                  50,000
Issuance of 2,000,000 share purchase warrants (Note 5)                                   85,100
Settlement of debt (Note 5)                                          --                 159,900
Currency translation adjustment                                  (1,538)                 (1,538)
Net loss, year ended December 31, 2002                               --              (1,278,600)
-----------------------------------------------------------------------------------------------------------

Balance, December 31, 2002                                   $   25,539            $  1,151,165
===========================================================================================================
</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,      December 31,
                                                                              2002              2001
  ---------------------------------------------------------------------------------------------------------
  
                                                                     <c>               <c>
  CASH FLOWS FROM OPERATING ACTIVITIES
      Net income (loss) for the year                                      $(1,278,600)      $ (431,252)
       Adjustments to reconcile net income (loss) to net cash
            used in operating activities
       - cumulative effect of accounting change                             1,426,736               --
       - net gain on settlement of debts and lawsuit                          (59,967)         (80,318)
       - write down of fixed assets                                                --          144,423
       - loss (gain) on disposal of assets                                    (13,736)           1,857
       - non-cash cost of domain name revenue                                 121,577           42,360
       - depreciation                                                           4,757           44,839
       - accrued interest                                                      47,898           49,601
       - deferred revenue                                                      (9,886)           9,886
       - accounts receivable                                                   44,493           79,036
       - prepaid expenses                                                       6,834           31,234
       - other assets                                                              --           20,007
       - accounts payable and accrued liabilities                               2,529          (24,652)
  ---------------------------------------------------------------------------------------------------------

  CASH FROM (USED IN) OPERATING ACTIVITIES                                    292,635         (112,979)
  ---------------------------------------------------------------------------------------------------------

  CASH FLOWS FROM INVESTING ACTIVITIES
       - proceeds on disposal of assets                                            --            6,007
  ---------------------------------------------------------------------------------------------------------

  CASH FLOWS FROM INVESTING ACTIVITIES                                             --            6,007
  ---------------------------------------------------------------------------------------------------------

  CASH FLOWS FROM FINANCING ACTIVITIES
       - lease obligation repayments                                          (10,344)         (72,120)
       - loan proceeds (repayments)                                          (277,898)         150,000
  ---------------------------------------------------------------------------------------------------------

  CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES                      (288,242)          77,880
  ---------------------------------------------------------------------------------------------------------

  EFFECT OF EXCHANGE RATE CHANGES                                              (1,538)          33,941
  ---------------------------------------------------------------------------------------------------------

  INCREASE IN CASH AND CASH EQUIVALENTS                                         2,855            4,849

  CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                 52,672           47,823
  ---------------------------------------------------------------------------------------------------------

  CASH AND CASH EQUIVALENTS, END OF YEAR                                  $    55,527       $   52,672
  =========================================================================================================
</table>

  SUPPLEMENTAL CASH FLOW INFORMATION

  On June 28, 2002, 500,000 shares were issued in settlement of $50,000 of
  accounts payable.  Refer to Note 6.
  On June 28, 2002, 2,000,000 share purchase warrants were issued in settlement
  of $122,500 of accounts payable.  Refer to Note 5. Non-cash stock transactions
  in 2001 are described in Notes 3 and 4.


              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, 2002 AND 2001
--------------------------------------------------------------------------------

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 16, 2000 changed its name from Troyden Corporation
to Communicate.com Inc. ("CMNN" or "the Company"). Effective November 10, 2000
the Company acquired a 52% controlling interest in Communicate.com Inc., an
Alberta private company that changed it sname to Domain Holdings Inc. on April
5, 2002 ("DHI"). During December 2000 CMNN acquired from minority shareholders
an additional 31% of the outstanding shares of DHI and in the second quarter of
2002, CMNN acquired a further 10% of the outstanding shares of DHI from minority
shareholders. At December 31, 2002, CMNN owns 93% of the outstanding shares of
DHI.

DHI owns a portfolio of simple, intuitive domain names. DHI's current business
strategy is to seek partners to develop its domain names to include content,
commerce and community applications. DHI has also entered into agreements to
sell or lease certain of its domain names.

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, 2002 the Company
has a working capital deficiency of $654,774 (2001 - $1,222,706) 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 to generate 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 93%
interest in its subsidiary, DHI. All significant intercompany balances and
transactions are eliminated on consolidation.


FIXED ASSETS

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

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

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

REVENUE RECOGNITION

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

Web advertising revenue consists primarily of commissions earned from the
referral of visitors to the Company's sites to other parties. The amount and
collectibility of these referral commissions is subject to uncertainty;
accordingly revenues are recognized when the amount can be determined and
collectibility can be reasonably assured.

                                       F-7


<page>

COMMUNICATE.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001

--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
--------------------------------------------------------------------------------

STOCK-BASED COMPENSATION

In December 2002, the Financial Accounting Standards Board issued Financial
Accounting Standard No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure" ("SFAS No. 148"), an amendment of Financial
Accounting Standard No. 123 "Accounting for Stock-Based Compensation" ("SFAS No.
123"). The purpose of SFAS No. 148 is to: (1) provide alternative methods of
transition for an entity that voluntarily changes to the fair value based method
of accounting for stock-based employee compensation, (2) amend the disclosure
provisions to require prominent disclosure about the effects on reported net
income of an entity's accounting policy decisions with respect to stock-based
employee compensation, and (3) to require disclosure of those effects in interim
financial information. The disclosure provisions of SFAS No. 148 were effective
for the Company for the year ended December 31, 2002 and the required
disclosures have been made below.

The Company has elected to continue to account for stock-based employee
compensation arrangements in accordance with the provisions of Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees",
("APB No. 25") and comply with the disclosure provisions of SFAS No. 123 as
amended by SFAS No. 148 as described above. In addition, in accordance with SFAS
No. 123 the Company applies the fair value method using the Black-Scholes
option-pricing model in accounting for options granted to consultants. Under APB
No. 25, compensation expense is recognized based on the difference, if any, on
the date of grant between the estimated fair value of the Company's stock and
the amount an employee must pay to acquire the stock. Compensation expense is
recognized immediately for past services and pro-rata for future services over
the option-vesting period.

The following table illustrates the pro forma effect on net income (loss) and
net income (loss) per share as if the Company had accounted for its for
stock-based employee compensation using the fair value provisions of SFAS No.
123 using the assumptions as described in Note 6:

<table>
<caption>
                                                           December 31,      December 31,
                                                                   2002              2001
                                                           ----------------------------------

                                      <c>               <c>                  <c>
Net loss for the year                    As reported       $ (1,278,600)        $(431,252)
SFAS 123 compensation expense            Pro-forma              (10,988)               --
                                                           ----------------------------------

Net loss for the year                    Pro-forma         $ (1,289,588)        $(431,252)
                                                           ==================================

Pro-forma basic net loss per share       Pro-forma         $      (0.09)        $   (0.01)
                                                           ==================================
</table>



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.

                                       F-8


<page>

COMMUNICATE.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
--------------------------------------------------------------------------------

INCOME TAXES

The Company follows the liability method of accounting for income taxes. Under
this method, future tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
balances. Future tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to the taxable income in the
years in which those differences are expected to be recovered or settled. The
effect on future tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the date of enactment or
substantive enactment. A valuation allowance is provided for deferred tax assets
if it is more likely than not that the Company will not realize the future
benefit, or if the future deductibility is uncertain.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses for the periods that
the financial statements are prepared. Actual amounts could differ from these
estimates.

FOREIGN CURRENCY TRANSACTIONS

The financial statements are presented in United States dollars. In accordance
with Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translation", foreign denominated monetary assets and liabilities are translated
to their United States dollar equivalents using foreign exchange rates that
prevailed at the balance sheet date. Revenue and expenses are translated at
average rates of exchange during the year. Related translation adjustments are
reported as a separate component of stockholders' equity, whereas gains or
losses resulting from foreign currency transactions are included in results of
operations.

EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is computed by dividing earnings (loss) for the
period by the weighted average number of common shares outstanding for the
period. Fully diluted earnings (loss) per share reflects the potential dilution
of securities by including other potential common stock, including convertible
preferred shares, in the weighted average number of common shares outstanding
for a period and is not presented where the effect is anti-dilutive. The
presentation is only of basic earnings (loss) per share as the effect of
potential dilution of securities has no effect on the current period's basic
earnings per share.

COMPREHENSIVE INCOME

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

INTANGIBLE ASSETS HELD FOR RESALE

The Company has adopted the provision of the Statement of Financial Accounting
Standards No. 142 ("SFAS 142"), "Goodwill and Intangible Assets", which revises
the accounting for purchased goodwill and intangible assets. Under SFAS 142,
goodwill and intangible assets with indefinite lives will no longer be amortized
and will be tested for impairment annually. The determination of any impairment
would include a comparison of estimated future operating cash flows anticipated
during the remaining life with the net carrying value of the asset as well as a
comparison of the fair value to book value of the Company.

Effective January 1, 2002, the Company adopted the provisions of SFAS 142 which,
upon adoption, requires the Company to make an initial determination as to
whether an impairment of its intangible assets held for resale has occurred as a
result of adopting this new accounting policy. In accordance with the provisions
of SFAS 142, the Company is required to compare its net book value to the
overall market capitalization of the Company and if the market capitalization is
less than the Company's net book value, to record an impairment of its
intangible assets accordingly. As a result of applying this impairment test in
the first quarter of 2002, the Company has recorded a charge in the period of
$1,426,736 as a cumulative effect of an accounting change. The balance of the
Company's intangible assets, being $1,793,264 at December 31, 2002, has been
determined to have an indefinite life. At December 31, 2002, management has
determined that the value of its intangible asset does not require a further
impairment charge.

                                       F-9


<page>

COMMUNICATE.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
--------------------------------------------------------------------------------

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.

COMPARATIVE FIGURES

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

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

By agreement dated November 10, 2000 the Company acquired 52% of the outstanding
shares of DHI, for total consideration of $2,000,000 of which $400,000 was paid
in cash in 2000, $775,000 was paid in 2000 through the issuance of 1,550,000
shares of the Company's common stock at $0.50 per share and the remaining
$825,000 was paid in 2001 through the issuance of 1,650,000 shares of the
Company's common stock at $0.50 per share.

In addition, by offer made November 30, 2000 and completed December 29, 2000,
the Company acquired an additional 31% of the remaining minority shareholdings
of DHI for consideration of $880,217 paid through the issuance of 1,375,339
shares of the Company's common stock at $0.64 per share. After completion of
these two transactions, the Company owned 83% of the outstanding shares of
common stock of DHI.

This business combination was accounted for using the purchase method of
accounting. The purchase price was allocated as follows:


<table>
<caption>
          
                                                           <c>
          Assets acquired at fair value:
                Current assets                                          $   350,568
                Capital 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
                                                                        ============
</table>


On May 24, 2002 the Company acquired an additional 10% of DHI for $15,471. The
Company now owns 93% of the outstanding shares of common stock of DHI.

                                      F-10


<page>

COMMUNICATE.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------
NOTE 4 - FIXED ASSETS
--------------------------------------------------------------------------------

<table>
<caption>
                                                               December 31,     December 31,
                                                                   2002             2001
                                                             ---------------------------------
          
                                                   <c>             <c>
          Computer equipment                                    $  208,388      $  208,388
          Furniture and fixtures                                     6,568           6,568
          Office equipment                                           3,993           3,993
                                                             ---------------------------------
                                                                   218,949         218,949
           Less: accumulated depreciation                          (61,851)        (57,094)
           Less: accumulated impairment provision                 (144,423)       (144,423)
                                                             ---------------------------------
                                                                $   12,675      $   17,432
                                                             =================================
</table>

As at December 31, 2002, computer equipment includes $56,295 of equipment held
under capital lease, with accumulated depreciation to date of $55,346. In
connection with this leased equipment the Company has lease obligations of
$9,956.

NOTE 5 - LOANS PAYABLE
--------------------------------------------------------------------------------

In connection with the acquisition of DHI, the Company entered into a Loan and
Security Agreement dated November 10, 2000 with Pacific Capital Markets Inc.
("PCMI"), a British Columbia corporation. Under the terms of the agreement, PCMI
agreed to loan the Company up to $1,500,000 to satisfy its obligation pursuant
to the DHI purchase agreement dated November 10, 2000. Amounts loaned by PCMI
are secured by a promissory demand note (subsequently amended to a promissory
note due June 28, 2003), bearing interest at the Royal Bank of Canada United
States dollar prime rate plus 2%. In the event that the Company fails to repay
the amounts due under this agreement, PCMI may, at its option, convert the
balance of principal and interest due pursuant to this agreement into shares of
the Company's common stock at a price equal to 80% of the average selling price
of the Company's common stock for the fifteen days prior to conversion. To
December 31, 2002, $400,000 has been loaned by PCMI to the Company and a total
of $102,898 of interest has been accrued. During the year $127,898 was repaid to
PCMI leaving $375,000 owing as at December 31, 2002. PCMI and certain of its
officers and directors who were also shareholders of DHI sold their
shareholdings in DHI to the Company in connection with the minority shareholder
offer as described in Note 3, and as a result became shareholders of the
Company.

During the year, the Company issued 2,000,000 share purchase warrants to PCMI in
settlement of $122,500 of previously accrued finders' fees owing to PCMI from
DHI in connection with a DHI financing completed prior to the Company's
acquisition of DHI. PCMI amended the November 10, 2000 demand note to a
promissory note, due on June 28, 2003. The warrants have a fair value of $85,100
which resulted in a contribution to additional paid in capital of $37,400.
(Refer to Note 6)

In 2001, the Company and DHI 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 DHI. The loan bore interest,
calculated monthly, at the Royal Bank Prime Rate plus four percent (4%)
commencing November 1, 2001. During the year the principal and accrued interest
was repaid in full. Subsequent to the date of repayment, a dispute arose between
Siden and the Company regarding the exercisability of an Option Agreement (the
"Option"). It was the Company's belief that inasmuch as the Option was granted
as additional security for the Loan, and as the Loan had been repaid in full,
the Option had terminated and was of no further force or effect. While Siden had
not attempted to exercise the option, Siden had advised the Company that it
believed it was entitled to do so. By settlement agreement dated May 24, 2002,
Siden and the Company agreed that the Option is of no further force or effect
and released each other from any mutual obligations, commitments or contractual
arrangements. As a result, the Company recorded a contribution to additional
paid in capital on settlement of debts of $122,500 resulting from the settlement
of previously accrued finders' fees owing to Siden from DHI.


                                      F-11


<page>

COMMUNICATE.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------
NOTE 6 - CAPITAL STOCK
--------------------------------------------------------------------------------

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

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

SHARE PURCHASE WARRANTS

On June 28, 2002, the Company issued 2,000,000 share purchase warrants entitling
the holder to purchase one share of common stock at $0.05 for a period of two
years in settlement of certain accounts payable of $122,500. The Company has
accounted for these share purchase warrants in accordance with SFAS No. 123 by
applying the fair value method using the Black-Scholes option pricing model
assuming a dividend yield of 0%, a risk-free interest rate of 4%, an expected
life of two years and an expected volatility of 201%. The fair value of these
warrants is $85,100 which resulted in a contribution to paid in capital of
$85,100.

STOCK OPTIONS

The Company does not have a formal Stock Option Plan, however, options may be
granted with terms and conditions at the discretion of the Company's board of
directors.

On July 24, 2002 the Company granted an officer 580,000 stock options at an
exercise price of $0.10 per share. The options vest evenly over two years
commencing July 24, 2002. No compensation expense will be recorded upon vesting
of these options in accordance with the provisions of APB No. 25 as the exercise
price of the options awarded approximated the market price of the Company's
common shares as at the date of the award.

In accordance with the provisions of SFAS No. 123, for stock options granted to
officers, directors and employees, the Company has provided pro forma
information regarding net income (loss) and net income (loss) per share as if
the Company had accounted for these stock options using the fair value method.
The fair value of the options granted in the period was estimated at the date of
grant using the Black-Scholes option pricing model with the following weighted
average assumptions: risk free interest rate of 4%; dividend yield of 0%;
volatility factor of the expected market price of the Company's common stock of
205% and a weighted average expected life of the option of 2 years.

For purposes of the pro-forma disclosures, the estimated fair value of the
options of $49,823 is amortized to expense over the vesting period. In
accordance with the provisions of SFAS 148, the Company's pro-forma information
relating to the granting and vesting of stock options has been shown in Note 2.

NOTE 7 - RELATED PARTY TRANSACTIONS
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During the year consulting, management fees, bonuses and severance of $236,000
(2001 - $133,600) were incurred to three officers of the Company of which
$110,000 was paid in cash, $50,000 was paid by way of issuance of 500,000 shares
of the Company at $0.10 per share and $76,000 remains unpaid at December 31,
2002 (2001 - $50,000) and is included in accounts payable. See Note 6.

NOTE 8 - FINANCIAL INSTRUMENTS
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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.


                                      F-12
<page>

COMMUNICATE.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
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NOTE 8 - FINANCIAL INSTRUMENTS (cont'd)
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CONCENTRATION OF CREDIT RISK

Financial instruments, which potentially subject the Company to concentrations
of credit risk, consist primarily of cash and cash equivalents and trade
accounts receivable. The Company limits its exposure to credit loss by placing
its cash and cash equivalents on deposit with high credit quality financial
institutions. Receivables arising from sales to customers are generally not
significant individually and are not collateralized; as a result, management
continually monitors the financial condition of its customers to reduce the risk
of loss.

FAIR VALUES OF FINANCIAL INSTRUMENTS

The Company's financial instruments include cash and cash equivalents, accounts
receivable, bank indebtedness, accounts payable and accrued liabilities, loan
payable, and lease obligation. The fair values of these financial instruments
approximate their carrying values.

NOTE 9 - INCOME TAXES
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The Company's subsidiary, DHI is subject to Canadian federal and British
Columbia provincial taxes in Canada and the Company is subject to United States
federal and state taxes.

As at December 31, 2002 the Company and its subsidiary have net operating loss
carryforwards of approximately $3,600,000 that result in deferred tax assets.
The carryforwards will expire, if not utilized, commencing in 2006. The
Company's subsidiary also has approximately $1,150,000 in fixed assets that have
not been amortized for tax purposes. These fixed assets may be amortized in
future at declining balance rates ranging from 20% to 100%, as necessary to
reduce taxable income. Management believes that the realization of the benefits
from these deferred tax assets appears uncertain due to the Company's limited
operating history and history of operating losses. Accordingly, a full deferred
tax asset valuation allowance has been provided and no deferred tax asset
benefit has been recorded.

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

NOTE 10 - CONTINGENCY
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The former Chief Executive Officer of DHI commenced a legal action against DHI
on March 9, 2000 for wrongful dismissal and breach of contract. He is seeking,
at a minimum, 18.39% of the outstanding shares of 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.

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