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, 2000
                                                    ---------------------------

[  ] 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                   (I.R.S. Employer
   of incorporation or organization)             Identification No.)



 360 - 220 Cambie Street, Vancouver, British Columbia         V6B 2M9
 ----------------------------------------------------      -------------
        (Address of principal executive offices)             (Zip Code)

Issuer's telephone number  (604) 687-2142
                           --------------

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.            FORM 10-KSB                         PAGE 2 OF 16

State issuer's revenues for its most recent fiscal year:    $181,941

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:  $4,703,002 as of March 23, 2001

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 23, 2001
              -----                         -----------------------------

      Common Stock - $0.001 par value                12,541,339

Documents incorporated by reference:        NONE

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

<PAGE>

COMMUNICATE.COM INC.            FORM 10-KSB                         PAGE 3 OF 16

FORWARD LOOKING STATEMENTS

This  Annual  Report  on Form  10-KSB  for the year  ended  December  31,  2000,
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, 2000, 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.

BUSINESS DEVELOPMENT

Communicate  was  incorporated  under the laws of the State of Nevada on October
10, 1995 under the name "Troyden  Corporation".  Communicate changed its name on
August 21, 2000 to "Communicate.com  Inc." Communicate has an authorized capital
of 50,000,000 shares of common stock with 12,541,339 shares currently issued and
outstanding.

Communicate's  principal operating subsidiary,  Communicate.com 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  continued  into the  jurisdiction  of Alberta  from British  Columbia.  The
Subsidiary has an authorized  capital of an unlimited number of shares of common
stock with 22,548,738 shares currently issued and outstanding.

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 owning a controlling  interest
in the Subsidiary.  The Subsidiary is in the business of utilizing its exclusive
ownership of approximately 400 domain names to develop internet-related business
ventures.

The  Subsidiary  holds  title to more than 30  intuitive,  generic  domains in a
variety of categories,  such as Health & Beauty  (Makeup.com,  Perfume.com)  and
Sports  &  Recreation  (Wrestling.com,  Boxing.com).  Communicate,  through  the
Subsidiary  intends  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  anticipates  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  Communicate's  partners to add branding and  e-commerce
channels to their online strategy, while also capitalizing on the generic domain
names' ability to intuitively attract customers. Through the network's economies
of scale,  Communicate may be able to allow strategic partners to participate in


<PAGE>

COMMUNICATE.COM INC.            FORM 10-KSB                         PAGE 4 OF 16

e-commerce  faster and more cost effectively.  Communicate's  business model for
these operating  businesses  includes  multiple  revenue streams via e-commerce,
data mining, infrastructure/shared services, and sponsorships/advertising.

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

The Company did not have any revenues  generated  from its  business  operations
during its last two fiscal years. The Subsidiary  generated  revenues during the
two fiscal years ended  December  31, 2000 and 1999 from its  previous  business
operations  as an  Internet  consulting  firm,  prior to  selling  its  Internet
consulting contracts in January of 2000.

The Company's proposed business subjects it to a number of risks. In addition to
competitive risks (See Item 1 - Business - Competition)  described below,  there
is no  precedent  for  the  Company's  business  strategy  and  there  can be no
assurance that the Company's business strategy will be profitable. Additionally,
recent  downturns in  Internet-based  businesses,  particularly  e-commerce  and
related  businesses,  have cast doubt on the  long-term  strategy  of  promoting
commercial  Internet  ventures.  While  the  Company  believes  that its  unique
collection of generic,  intuitive domain names contains  significant value, that
value  cannot  accurately  be estimated  until a  transaction  is entered  into.
Moreover, the addition of new root domain names, as are periodically proposed by
domain  name  governing  organizations,  may have the  effect  of  allowing  the
entrance of new competitors at limited cost,  which may further reduce the value
of the Company's domain name assets.

COMPETITION

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

NEW PRODUCTS AND SERVICES

Communicate,  through the Subsidiary,  seeks to develop a portfolio of operating
businesses either by itself or by partnering with businesses that operate in the
product or service categories that are described by the domain name assets owned
by the  Subsidiary.  Communicate  will  work  with  its  Subsidiary's  operating
businesses or partners to identify new consumer demands in the  marketplace,  to
assist in satisfying those demands and to convert the inherent  Internet traffic
generated  by  its  generic   category  domain  names  into   revenue-generating
customers.

EMPLOYEES

Communicate has no employees.  The Subsidiary has 3 employees,  one of whom is a
full-time  employee and two of whom are  consultants.  The Subsidiary may engage
programmers  and designers on a consultant  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. All employees primarily work out
of the Subsidiary's Canadian office in Vancouver.

GOVERNMENTAL REGULATION

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COMMUNICATE.COM INC.            FORM 10-KSB                         PAGE 5 OF 16

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

Privacy Legislation and Regulations.  While the Company is not currently subject
to licensing  requirements,  entities  engaged in operations  over the Internet,
particularly  relating to the  collection  of user  information,  are subject to
limitations on their ability to utilize such information under federal and state
legislation and regulation.  In 2000, the  Gramm-Leach-Bliley  Act required that
the collection of identifiable information regarding users of financial services
be subject to stringent disclosure and "opt-out" provisions.  While this law and
the  regulations  enacted by the Federal  Trade  Commission  and others  relates
primarily  to  information  relating to  financial  transactions  and  financial
institutions,  the broad  definitions  of those  terms  may make the  businesses
entered into by the Company and its strategic partners subject to the provisions
of the Act.  This, in turn,  may increase the cost of doing business and make it
unattractive  to collect and transfer  information  regarding users of services.
This,  in turn,  may  reduce  the  revenues  of the  Company  and its  strategic
partners,  thus reducing potential revenues and  profitability.

Similarly,  the Children  On-line  Privacy and Protection Act ("COPPA")  imposes
strict  limitations on the ability of Internet  ventures to collect  information
from minors.  The impact of COPPA may be to increase the cost of doing  business
on the Internet and reducing potential revenue sources.

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

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

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

PATENTS, TRADEMARKS AND PROPRIETARY RIGHTS

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

All of  Communicate's  online  businesses  and web  sites are  copyrighted  upon
loading. "Communicate.com" is a registered domain name of the Subsidiary, as are
the remaining  400 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 are its registered domain name "communicate.com",  over 400
additional domain names including "Perfume.com",  "Makeup.com",  "Exercise.com",
"Boxing.com",   "Wrestling.com",   "Hockey.com",   "Rugby.com",   "Cricket.com",
"Automobile.com",  "Leisure.com", "Whistler.com", "Vancouver.com", "Brazil.com",
"Malaysia.com",   "Indonesia.com",   "Vietnam.com",   "Call.com",  "Number.com",
"Dance.com",  "Mouse.com",  etc.,  and  its  hardware  and  software  technology
platform.

Communicate  operates from their  principal  office at 360 - 220 Cambie  Street,
Vancouver,   British  Columbia,  Canada.  Communicate  has  negotiated  a  lease
surrender with its landlord and has entered into a sub-lease  agreement expiring
on or

<PAGE>

COMMUNICATE.COM INC.            FORM 10-KSB                         PAGE 6 OF 16

ITEM 3.  LEGAL PROCEEDINGS.

before June 15, 2001.  Management is currently  searching for a suitable  office
space and is negotiating with its landlord and may choose to relocate before the
sub-lease expiration.

     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.

     In  March  2000,  Don  King  Productions,  Inc.  made a claim  against  the
Subsidiary for copyright  infringement  of the Trinidad - Reid boxing match held
March 3,  2000.  Don King  Productions,  Inc.  claimed  that it owned all of the
worldwide  copyright to the event and that the Subsidiary,  through  boxing.com,
advertised a live webcast of the event via the Internet  without being  licensed
by Don King  Productions,  Inc. to distribute or otherwise exploit any rights to
the event.  Management's  position is that the Subsidiary  viewed the event as a
pay per view  event  and  reported  on the event on a round by round  basis.  No
formal complaint has been filed in this matter.

On January 24, 2001, certain minority shareholders of the Subsidiary delivered a
letter to the Subsidiary  alleging that the Subsidiary had engaged in misconduct
on a variety of fronts,  including  the  alleged  oppression  of interest of its
minority  shareholders  No action  has been filed in any court  regarding  these
claims. The Company believes the claims are without merit, and cannot predict if
they will be pursued.  If they are pursued,  the Company  intends to defend them
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.

                                     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 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

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

As of March 31, 2001, there were approximately 300 beneficial holders of the
Company's common stock.

<PAGE>

COMMUNICATE.COM INC.            FORM 10-KSB                         PAGE 7 OF 16



DIVIDENDS

Communicate  has declared no  dividends on its common stock in fiscal 2000.  The
Company has no current plans to declare or pay any dividend on its common stock.

RECENT SALES OF UNREGISTERED SECURITIES

On December 8, 1999, the Board of Directors issued 10,000 shares of common stock
at $0.10 to Teresa  Gardner  as  compensation  for  serving  as an  officer  and
director of  Communicate.  No underwriter  was involved in the issuance of these
shares.  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 November  9, 2000,  the Board of  Directors  issued  1,000,000  shares of its
common stock to Bryan Liew, a former officer,  director and majority shareholder
of the Subsidiary, in exchange for 11,714,080 shares of the Subsidiary's capital
stock. See, Item 1 - Description of Business. No underwriter was involved in the
issuance of these shares.  Communicate  relied on an exemption from registration
under Section 4(2) of the Securities Act of 1933 in issuing the shares.

On December 14, 2000, the Board of Directors issued an additional 550,000 shares
of common stock as partial  consideration  of $1.1  million  owing to Bryan Liew
relating to the acquisition of the shares of the Subsidiary.  Communicate relied
on an exemption  from  registration  under Section 4(2) of the Securities Act of
1933 in issuing the shares. No underwriter was involved in the issuance of these
shares.

On December 29, 2000,  the Board of Directors  issued  300,000  shares of common
stock to Equasian Inc.  (Bahamas) as partial  consideration  for Asian  business
development  consulting  work to be performed in the future.  No underwriter was
involved in the  issuance of these  shares.  Communicate  relied on an exemption
from  registration  under  Regulation S promulgated  under the Securities Act of
1933 in issuing the shares.

On December 29, 2000,  the Board of Directors  authorized the issuance of 16,000
shares of common stock to Butch  Thurman as final  settlement of a debt owing by
the  Subsidiary  to  Mr.  Thurman.  Communicate  relied  on  an  exemption  from
registration  under  Section 4(2) of the  Securities  Act of 1933 in issuing the
shares.  No underwriter  was involved in the issuance of these shares which were
issued on January 23, 2001.

On December 29,  2000,  the Board of Directors  issued  1,375,339  shares of its
common stock in exchange for 7,078,949 shares of the  Subsidiary's  common stock
pursuant to a Share Exchange offer made by  Communicate to all  shareholders  of
the  Subsidiary on November 29, 2000.  This offering was not  accompanied by any
general  advertisement  or any general  solicitation  and was  conducted  wholly
outside the United States.  The Company relied on an exemption from registration
under  Regulation S promulgated  under the Securities Act of 1933 in issuing the
shares. No underwriter was involved in the issuance of these shares.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS.

On November 10, 2000,  Communicate acquired  approximately 52% of the issued and
outstanding  shares of the  common  stock of the  Subsidiary  from  Bryan  Liew.
Following  its  acquisition  of shares  from Mr.  Liew,  on December  29,  2000,
Communicate acquired from minority  shareholders an additional 31% of the issued
and  outstanding  shares of the common stock of the Subsidiary by exchanging one
share of Communicate's common stock for each 5.147058 shares of the Subsidiary's
common stock from minority  shareholders  of the  Subsidiary  that had agreed to
tender to the Share  Exchange  Offer made on November 30,  2000.  As a result of
these  transactions,  Communicate  holds  approximately  83% of the  issued  and
outstanding shares of the Subsidiary.

The  Subsidiary  is in  the  business  of  developing  and  commercializing  its
portfolio of approximately  400 domain names, at least 30 of which generate high
amount of  Internet  traffic  because  of,  among other  things,  their  generic
descriptive nature of a specific product or services category.

Communicate's  twelve-month plan of operation is to: (i) establish  partnerships
and  other  relationships  with  established  businesses  that  are  leaders  or
near-leaders  in  their  respective  industry  verticals  that  match  with  the
Subsidiary's  online
<PAGE>

COMMUNICATE.COM INC.            FORM 10-KSB                         PAGE 8 OF 16

businesses;  (ii) build out online businesses that have established partnerships
in place;  (iii) develop more revenue generating  programs;  (iv) expand through
the acquisition of strategic domain names, web sites and online businesses;  and
(v) invest into strategic  portfolio  companies using the 400 domain name assets
held by the Subsidiary.

Communicate  and the  Subsidiary  will  attempt to generate  more revenue by (i)
partnering with  established  businesses that have existing revenue streams that
can be easily ported over to one of the  Subsidiary's  online  business  models,
(ii) growing those revenue  streams by leveraging the  Subsidiary's  domain name
asset's inherent traffic flow, and (iii) leasing the traffic arising from as yet
undeveloped  domain name assets to existing  on-line  ecommerce  businesses that
fall under the product or service category described by the generic domain name.

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

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

The Company believes it can achieve this plan using relatively  modest financial
resources.  By engaging in  transactions  with  established  businesses and with
other strategic partners, Communicate can restrict the need to develop or invest
in  independent   technologies,   properties  and  personnel.  In  that  regard,
Communicate  presently  has 3  employees,  all  of  whom  are  employed  by  the
Subsidiary;   Communicate  will  hire  employees  and  consultants  through  the
Subsidiary as the need arises and finances allow. Potential additional personnel
may include web programmers, graphic artists, web masters, multimedia designers,
web   writers,    marketing    representatives,    sales   representatives   and
administrators.  These  positions may be required  directly by the Subsidiary or
through the Subsidiary's online businesses,  and may be located in Vancouver, or
other offices as required by the  Subsidiary's  online  businesses and partners;
however, the Company's plan is to engage such personnel only as needed and where
the financial resources exist. Consequently,  while the Company anticipates that
additional  personnel will be engaged, it cannot predict the number and terms of
such engagement.

SELECTED FINANCIAL DATA

The following  selected  financial data was derived from  Communicate's  audited
financial  statements.  The  information  set  forth  below  should  be  read in
conjunction with the Company's  financial  statements and related notes included
elsewhere in this report. In particular,  it should be noted that the operations
of the Company for the year ended December 31, 1999 do not reflect the operating
activities of the Company following the acquisition of control of the Subsidiary
during the final quarter of 2000,  and the  comparison of the  operations of the
Company  for the two  years may not be  demonstrative  of any  pattern,  past or
future, of the Company's financial condition or results of operations.
<TABLE>
<CAPTION>

          For the Years Ended                              December 31, 2000           December 31, 1999
          -------------------------------------------- --------------------------- --------------------------
<S>                                                                  <C>                        <C>
          Statements of Operations Data

          Domain and Advertising Sales                                 $181,941                         --

          General and Administrative                                ($ 175,605)                   ($3,118)

          Sales and Marketing                                         (217,291)                         --


          Net (Loss)                                                ($ 210,955)                  ($ 3,118)
          Basic (Loss) per Share                                     ($ 0.0228)                 ($ 0.0002)
          Weighted Average Shares Outstanding                         9,509,018                  9,078,261

          Balance Sheet Data

          Current Assets                                              $ 251,359                       $ 75

</TABLE>
<PAGE>

COMMUNICATE.COM INC.            FORM 10-KSB                         PAGE 9 OF 16

<TABLE>
<CAPTION>

<S>                                                                 <C>                           <C>
          Fixed Assets                                                  213,460                         --
          Intangible Assets                                           3,385,035                         --
            Total Assets                                            $ 3,849,854                       $ 75

          Accounts Payable & Accrued Liabilities                      $ 930,841                   $ 16,460
          Loan Payable                                                  405,399                         --
          Note Payable                                                  825,000                         --
            Total Liabilities                                       $ 2,161,240                   $ 16,460

          Common Stock                                                  $ 3,535                      $ 310
          Additional Paid in Capital                                  1,928,682                      3,690
          Accumulated Deficit                                       ($  236,739)                 ($ 20,385)
          Accumulated Comprehensive Income                          ($    6,864)                        --
</TABLE>

RESULTS OF OPERATION

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


REVENUES.  Communicate  generated net domain sales revenue from the partial sale
of a country  category domain name, after deduction of the costs of the sale, of
approximately  $73,000 in the year ended December 31, 2000. The Company  expects
to generate  further net revenue in the first and second quarter of fiscal 2001.
Such revenues are,  however,  subject to the  purchasers'  ability to consummate
their financing for the sale and prevailing market conditions.  Communicate also
generated  domain  sales  revenue  from the proceeds of the sale of an option to
purchase  agreement for one of its sports category domain name of $60,000 in the
last quarter of fiscal 2000. The purchaser for this domain name did not exercise
its option to purchase the domain name in the first quarter of fiscal 2001,  and
the Company  expects that the option will  terminate  prior to the completion of
the sale.  Management intends to continue to market selected domain names in its
portfolio  of  domain  names in fiscal  2001 to  potential  purchasers  who have
adequate  liquid  assets  to  complete   contemplated   purchase   transactions.
Management  of the Company  believe  that its  portfolio  of generic  product or
services category domain names will continue to generate interest from potential
partners or purchasers  despite a softened and depressed domain names aftersales
market  because  of the  intuitive  and  traffic-generating  characteristics  of
Communicate's domain names.

Communicate also generated other revenues in the last quarter of 2000 by leasing
internet  traffic  from idle domain  names  redirected  to  potential  strategic
partners and purchasers of domain names who may be interested in making an offer
on a  domain  name in  Communicate's  portfolio,  or may  wish to  benefit  from
Internet  traffic  generated by a generic domain name, thus benefiting an online
business or service in or related to the same product or service  category.  The
revenues  generated  through this activity were $14,500,  and Management  cannot
accurately  forecast  the  revenue,  if any,  that  may be  generated  by  these
agreements  but expect  revenue to remain  consistent  on a quarter over quarter
basis.

GENERAL AND ADMINISTRATIVE.  Communicate's  general and administrative  expenses
consist  primarily  of  salaries  and related  costs for  general and  corporate
functions,  including  finance,  accounting,  facilities  and fees for legal and
other professional services.  Comminucate incurred additional  professional fees
included in fiscal 2000 related to purchase of a majority of the  Subsidiary and
would likely not be incurred in fiscal 2001;  however, as the Company implements
its plan to enter into strategic  relationships  and to enter into agreements to
sell or lease domain names,  its legal,  accounting  and  professional  fees may
increase.  Management  expect to maintain  general and  administrative  expenses
except for professional fees at the current level for fiscal 2001.

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

<PAGE>

COMMUNICATE.COM INC.            FORM 10-KSB                        PAGE 10 OF 16

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2000  Communicate  had current  liabilities in excess of current
assets,  resulting in a working capital  deficit of $1,853,741.  During the year
ended December 31, 2000  Communicate  had a net operating loss of $210,955 and a
decrease in working  capital of  $19,967.  The  decrease in working  capital was
primarily  due to the  operating  loss and the decrease  in accounts  payable of
$186,412 and offset by the collection of accounts  receivable of $27,000 and the
addback of non-cash sales and marketing costs of $309,100. The Company generated
$382,494  from  financing  activities  primarily  due to an advance of  $400,000
received  from  a  stockholder  to  fund  the  acquisition  of  the  Subsidiary.
Communicate  has  accumulated  a deficit of $236,739  since  inception and has a
stockholders' equity of $1,932,217 at December 31, 2000. Based on these factors,
there is substantial  doubt about  Communicate's  ability to continue as a going
concern.

Communicate  is in the early stages of  operation  and,  commencing  in the last
quarter of 2000, is just beginning to generate  business  revenues.  The Company
anticipates  that it will  generate  revenues  through  a variety  of  programs,
including: (i) the sale through e-commerce of products and services to consumers
through  the  Subsidiary's  online  businesses;  (ii) data mining of visitor and
customer  information to provide aggregate market research to corporate partners
and  business  customers;  (iii)  infrastructure  and  shared  service  fees  to
corporate  partners  and business  customers  to provide them with  exposure and
e-commerce capabilities on the Subsidiary's online businesses;  (iv) sponsorship
and  advertising  programs for business  customers  who want to target  specific
consumers;  and (v) cash flows from the Subsidiary's domain name businesses that
are not part of its portfolio of operating online businesses.

Communicate and the Subsidiary cannot satisfy its cash requirements for the next
12 months without having to raise additional funds.  Communicate's expected cash
requirement  for the next 12 months is one million  dollars  which would include
approximately $600,000 required to satisfy the Subsidiary's current obligations.
Management is currently negotiating with its products and services providers and
making offers to settle the  Subsidiary's  obligations.  Communicate  expects to
raise any additional  funds by way of equity and/or debt financing,  and through
the sale of non-strategic  domain name assets. Any funds raised,  besides paying
for current  operating  requirements,  will be used to pay down the Subsidiary's
liabilities.  However,  Communicate  may not be able to raise the required funds
from such  financings.  If  Communicate  is unable to raise  adequate  funds for
operations  from the  implementation  of its business  plan,  or through debt or
equity financing,  Communicate will approach its current  shareholders for loans
to cover operating costs.  There can be no assurance,  however,  that such funds
will be available.

Communicate does not anticipate purchasing any plant or significant equipment.

UNCERTAINTIES RELATING TO FORWARD-LOOKING STATEMENTS

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

YEAR 2000 ISSUES

To date,  neither  Communicate nor its suppliers or other providers of goods and
services  have  experienced  any problems  caused by the  Year-2000  issues.  In
preparing for the Year 2000,  Communicate's  costs were minimal and  immaterial.
Communicate  does not  anticipate  that it will incur any material  cost or that
Year-2000  issues will materially  affect its operations,  however,  Communicate
cannot be sure that Year-2000 issues will not adversely affect its operations.

Communicate  is aware,  however,  that  Year-2000  issues  represent  a class of
potential  risks to its  business,  which is  technology  intensive,  and to the
businesses of its customers and potential customers and strategic partners,  who
are  primarily  technology   intensive   companies.   Communicate  monitors  the
performance of its customers and strategic  partners,  and considers the ability
of its customers,  potential  customers and potential strategic partners to meet
technological challenges in selecting those customers and partners.

ITEM 7.  FINANCIAL STATEMENTS

<PAGE>

COMMUNICATE.COM INC.            FORM 10-KSB                        PAGE 11 OF 16

See audited financial statements for the period ended December 31, 2000 attached
as an Exhibit to this Form 10-KSB.

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

On  November  6, 2000,  the Company  retained  LaBonte & Co. as its  independent
public accountants,  replacing Considine & Considine.  The change in independent
public  accountants  was approved by the Board of  Directors.  For the Company's
fiscal  years  ended  September  30,  1999 and 1998 and the  three-months  ended
December 31, 1999, the financial  statements did not contain an adverse  opinion
or a  disclaimer  of  opinion,  nor  were  they  qualified  or  modified  as  to
uncertainty,  audit scope,  or  accounting  principles by Considine & Considine.
During the fiscal years ended  September 30, 1999 and 1998 and the  three-months
ended December 31, 1999,,  and through the date of the  replacement,  there were
not any  disagreements  with  Considine & Considine on any matter of  accounting
principles  or practice,  financial  statement  disclosure,  auditing  scopes or
procedure which disagreements if not resolved to the satisfaction of Considine &
Considine,  would have caused them to make a reference to the subject  matter of
the  disagreements  in  connection  with their last  report,  nor were there any
"reportable events" as defined by the Securities and Exchange Commission. During
the fiscal years ended  September 30, 1999 and 1998 and the  three-months  ended
December 31, 1999,  and until the date of their  retention,  the Company had not
consulted with LaBonte & Co. on the  application  of accounting  principles to a
specified  transaction,  or the type of audit  opinion that might be rendered on
the Company's financial statements or any disagreements or reportable events.

                                    PART III

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

(A)      IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS

Communicate's management and development teams are listed below.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Directors and Officers
----------------------------------------------------------------------------------------------------------------------
                                                         Office
        Names                         Communicate                          The Subsidiary                   Age

<S>                          <C>                                   <C>                                     <C>
Graham B Heal                Director, Chief Executive Officer     Director, Chief Executive Officer,        40
                             and President                         President

J Cameron Pan                Director, Chief Financial Officer,    VP Finance, Treasurer, and                38
                             Treasurer, and                        Corporate Secretary
                             Corporate Secretary
----------------------------------------------------------------------------------------------------------------------
</TABLE>


Graham B Heal o Mr. Heal (40) is a founding member of Net Nanny Software and has
served in various executive positions with Net Nanny Software from 1994 to 1997.
Mr.  Heal  has  been  an  executive  of   DownloadWAREHOUSE,   a  subsidiary  of
MicroWAREHOUSE  Inc.  from 1997 to 1998,  and an executive of Digital River Inc.
from  1998 to 1999.  Mr.  Heal  earned  his  bachelor's  degree in 1983 from the
University of British Columbia.

Cameron  Pan o Mr.  Pan (38) 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.

<PAGE>

COMMUNICATE.COM INC.            FORM 10-KSB                        PAGE 12 OF 16

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

CERTAIN LEGAL PROCEEDINGS

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

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

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

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

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

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

ITEM 10.  EXECUTIVE COMPENSATION.

Communicate  has not paid or accrued  any  compensation  to its named  executive
officers during its 2000 fiscal year. However,  during the same time period, the
Subsidiary paid an aggregate  US$19,869 to its named  executive  officers during
its 2000 fiscal year.
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

                                                                                  Long-term compensation

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

                                   ANNUAL COMPENSATION            AWARDS       PAYOUTS

                                                                                Securities
                                                       Other       Restricted    underlying
                                                       annual       stock       options/     LTIP         All other
   Name and principal               Salary    Bonus compen-sation   awards         SARs        Payouts  compen-sation
        position            Year     ($)       ($)        ($)         ($)           (#)          ($)        ($)
           (a)              (b)      (c)       (d)        (e)         (f)           (g)          (h)        (i)
--------------------------------------------------------------------------------------------------------------------
<S>                         <C>    <C>       <C>        <C>          <C>         <C>           <C>       <C>
Graham B Heal, CEO          1998     n/a       n/a        n/a         n/a           n/a          n/a        n/a
Nov 2000 - Present          1999     n/a       n/a        n/a         n/a           n/a          n/a        n/a
                            2000   12,933(1)  none       none        none          none         none       none
--------------------------------------------------------------------------------------------------------------------
Cameron Pan, CFO            1998     n/a       n/a        n/a         n/a           n/a          n/a        n/a
Aug 2000-Present            1999     none      n/a        n/a         n/a           n/a          n/a        n/a
                            2000   6,936 (1)  none       none        none          none         none       none
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Paid by the Subsidiary.

Additionally,  prior to Communicate's  acquisition of the Subsidiary on November
10, 2000,  the  Subsidiary  had paid Mr. Heal a consulting fee of $1,067 and had
paid Mr. Pan a salary of $44,720 in fiscal 2000.

<PAGE>

COMMUNICATE.COM INC.            FORM 10-KSB                        PAGE 13 OF 16


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.

The  Subsidiary  adopted a stock  option plan for its  directors,  officers  and
employees  effective  January 1, 2000. There were 1,817,266 options granted with
280,225 options  vested.  The options were  exercisable  from $0.50 to $1.00 per
option  and  entitled  the  holder to one  common  share in the  capital  of the
Subsidiary for every option held. However, as a result of the change in business
focus of the Subsidiary,  many of the staff were terminated on or before October
31,  2000.  In  accordance  with the stock  option plan,  upon  termination  all
unvested  options  were  cancelled,  and  the  terminated  staff  had 60 days to
exercise  their  vested  options  or had  their  vested  options  expire  at the
expiration date, and by December 31, 2000 none of terminated staff had exercised
their options to acquire shares.  For the remaining staff, the stock option plan
was terminated in connection  with the share exchange  offer. As of December 31,
2000 there are no options issued and outstanding  under the Subsidiary's  option
plan.

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

In July 1, 2000, the Subsidiary  agreed with J. Cameron Pan to pay him an annual
salary of  CDN$72,000.  Also, as of Dec 31, 2000, J Cameron Pan agreed to reduce
his annual salary to CDN$60,000  until the financial  position of the Subsidiary
improves. As of the date of this filing this salary has been paid in full. There
is no term to this agreement and it can also be terminated at any time.

In October  17,  2000 the  Subsidiary  agreed  with  Graham B. Heal to pay him a
consulting fee of US$4,000 for November, US$10,000 for December and US$5,000 for
each month  thereafter.  As of the date of this filing this  consulting  fee has
been  paid in  full.  There  is no term to  this  agreement  and it can  also be
terminated at any time.

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

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

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

COMMUNICATE.COM INC.            FORM 10-KSB                        PAGE 14 OF 16

<TABLE>
<CAPTION>

        =====================================================================================================
                                                                                              PERCENT
        TITLE OF CLASS          NAME AND ADDRESS OF             AMOUNT AND NATURE OF          OF CLASS [2]
                                BENEFICIAL OWNER                BENEFICIAL OWNER  [1]
        -----------------------------------------------------------------------------------------------------
<S>                             <C>                                     <C>                      <C>
        Common Stock            Bryan Liew                               1,550,000                12.36%
                                1476 West 5th Avenue
                                Vancouver, BC  V6H 4G3
        =====================================================================================================
</TABLE>

[1] The listed  beneficial  owner has no right to acquire any shares  within  60
days of the date of this Form 10-K from options,  warrants,  rights,  conversion
privileges or similar obligations.


[2] Based on  12,541,339  shares of common  stock issued and  outstanding  as of
March 31, 2001.

SECURITY OWNERSHIP OF MANAGEMENT
<TABLE>
<CAPTION>

        =====================================================================================================

            TITLE OF CLASS           NAME AND ADDRESS OF            AMOUNT AND NATURE OF         PERCENT
                                       BENEFICIAL OWNER               BENEFICIAL OWNER        OF CLASS [1]
        -----------------------------------------------------------------------------------------------------
<S>                            <C>                                      <C>                     <C>
        Common Stock            Graham B Heal                               None                  0.0%
                                2311 Cherry Street
                                Bellingham, WA 98225
        -----------------------------------------------------------------------------------------------------
        Common Stock            J Cameron Pan                             148,816                 1.19%
                                719 West 53rd Avenue
                                Vancouver, BC V6P 1K5
        -----------------------------------------------------------------------------------------------------
        Common Stock            Directors and Executive                   148,816                 1.19%
                                Officers as a group (2
                                persons)
        =====================================================================================================
</TABLE>

 [1] Based on  12,541,339  shares of common stock issued and  outstanding  as of
March 31, 2001.

CHANGES IN CONTROL

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

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS.

RELATIONSHIPS WITH INSIDERS

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

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

(A)      INDEX TO AND DESCRIPTION OF EXHIBITS.


EXHIBIT          DESCRIPTION

EXHIBIT A        Audited  Financial  Statements as of December 31, 2000 for the
                 period October 10, 1995 (inception) to December 31, 2000.

3.1              Articles of Incorporation(1).

3.2              Bylaws (1)

3.3              Certificate of Amendment to Articles of Incorporation

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


COMMUNICATE.COM INC.            FORM 10-KSB                        PAGE 15 OF 16

EXHIBIT          DESCRIPTION

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,   20001,   between
                 AlbertaCo and Sierra Systems Group Inc. (3)

22               Subsidiaries

27               Financial Data Schedule.

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

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

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

(B)  REPORTS ON FORM 8-K.

On June 29,  2000,  Communicate  filed a Form 8-K  disclosing  under Item #5 the
change of directors and a forward split of  Communicates  issued and outstanding
shares.

On  November  9,  2000,  Communicate  filed a Form 8-K  disclosing  under Item 4
disclosing a change in auditors.

On  November  27,  2000,  Communicate  filed a Form  8-K  disclosing  under  the
acquisition  of 11,714,080  shares of the capital stock of the  Subsidiary  from
Bryan Liew.

There were no other reports on Form 8-K filed by  Communicate  during the period
ending December 31, 2000.

<PAGE>
COMMUNICATE.COM INC.            FORM 10-KSB                        PAGE 16 OF 16

                                   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/ GRAHAM B. HEAL
                                -----------------------------------------------
                            Name and Title:   GRAHAM B. HEAL - DIRECTOR AND CEO
                                             ----------------------------------
                            Dated:   APRIL 12, 2001
                                   --------------------------------------------

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/ GRAHAM B. HEAL
                                  --------------------------------------------
                           Name and Title:   GRAHAM B. HEAL - DIRECTOR AND CEO
                                            ----------------------------------
                           Dated:   APRIL 12, 2001
                                  --------------------------------------------
                           By:      /S /J. CAMERON PAN
                                  --------------------------------------------
                           Name and Title:   J. CAMERON PAN- DIRECTOR AND CFO
                                            ---------------------------------
                           Dated:   APRIL 12, 2001
                                  --------------------------------------------
<PAGE>




                              COMMUNICATE.COM INC.

                         (FORMERLY TROYDEN CORPORATION)

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999




AUDITORS' REPORT

BALANCE SHEETS

CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENT OF IN STOCKHOLDERS' EQUITY

CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       F-1


<PAGE>





     LABONTE & CO.                              1205 - 1095 WEST PENDER STREET
--------------------------------------------    VANCOUVER, BC  CANADA
C H A R T E R E D   A C C O U N T A N T S       V6E 2M6
--------------------------------------------    TELEPHONE      (604) 682-2778
--------------------------------------------    FACSIMILE      (604) 689-2778
                                                EMAIL:         RJL@LABONTECO.COM


                                AUDITORS' REPORT

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

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

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

We conducted our audit in accordance  with Canadian and United States  generally
accepted auditing standards. Those standards require that we plan and perform an
audit to obtain reasonable  assurance whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides 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, 2000
and the  results  of its  operations  and its  cash  flows  and the  changes  in
stockholders'  equity  for the year  then  ended in  accordance  with  generally
accepted accounting principles in the United States.

The financial  statements as at December 31, 1999 and for the three month period
then  ended and for the year  ended  September  30,  1999 were  audited by other
auditors who  expressed  an opinion  without  reservation  in their report dated
January 25, 2000.

                                                           LABONTE & CO.
                                                      --------------------------
                                                        CHARTERED ACCOUNTANTS
                                                      --------------------------

Vancouver, B.C.
March 23, 2001


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
March 23, 2001 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.

                                                           LABONTE & CO.
                                                      --------------------------
                                                        CHARTERED ACCOUNTANTS
                                                      --------------------------

Vancouver, B.C.
March 23, 2001

                                       F-2
<PAGE>

                              COMMUNICATE.COM INC.
                         (FORMERLY TROYDEN CORPORATION)
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                    December 31,            December 31,
                                                                        2000                   1999
========================================================================================================
<S>                                                                  <C>                    <C>

                                     ASSETS

CURRENT ASSETS
     Cash and cash equivalents                                       $    47,823            $        --
     Accounts receivable                                                 143,486                     --
     Prepaid expenses                                                     40,043                     --
     Other current assets                                                 20,007                     75
--------------------------------------------------------------------------------------------------------

                                                                         251,359                     75

FIXED ASSETS (Note 4)                                                    213,460                     --
INTANGIBLE ASSETS HELD FOR RESALE (Note 3)                             3,385,035                     --
--------------------------------------------------------------------------------------------------------

                                                                     $ 3,849,854            $        75
========================================================================================================

                                   LIABILITIES

CURRENT LIABILITIES
     Accounts payable and accrued liabilities (note 5)               $   838,484            $    16,460
     Loan Payable (Note 6)                                               405,399                     --
     Note Payable (Note 3)                                               825,000                     --
     Current portion of lease obligation (note 4)                         36,217                     --
--------------------------------------------------------------------------------------------------------

                                                                       2,105,100                 16,460

LEASE OBLIGATION (note 4)                                                 56,140                     --
--------------------------------------------------------------------------------------------------------

                                                                       2,161,240                 16,460
--------------------------------------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES (Notes 1 and 12)

STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)
     Capital stock (note 7)
          Authorized
               50,000,000 Common shares, $.001 par value
          Issued and outstanding
               12,525,339 (1999 - 9,300,000) Common shares                 3,535                    310
     Additional paid in capital                                        1,928,682                  3,690
     Accumulated deficit                                                (236,739)               (20,385)
     Accumulated other comprehensive income (loss)                        (6,864)                    --
--------------------------------------------------------------------------------------------------------

                                                                       1,688,614                (16,385)
--------------------------------------------------------------------------------------------------------

                                                                     $ 3,849,854            $        75
========================================================================================================

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

</TABLE>


                                       F-3

<PAGE>

                              COMMUNICATE.COM INC.
                         (FORMERLY TROYDEN CORPORATION)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                                   Three months
                                                              Year ended         ended December 31,          Year ended
                                                           December 31, 2000            1999             September 30, 1999
----------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                    <C>                    <C>
REVENUES
     Domain sales (net of costs) (Note 8)                    $   132,900            $        --            $        --
     Web advertising                                              14,502                     --                     --
     Other                                                        34,539                     --                     --
----------------------------------------------------------------------------------------------------------------------------
                                                                 181,941                     --                     --
----------------------------------------------------------------------------------------------------------------------------
EXPENSES
     General and administrative                                   78,485                  3,093                    946
     Professional fees                                            83,767                     --                     --
     Sales and marketing                                         217,291                     --                     --
     Depreciation                                                 13,353                     25                    297
----------------------------------------------------------------------------------------------------------------------------

                                                                 392,896                  3,118                  1,243
----------------------------------------------------------------------------------------------------------------------------

OPERATING LOSS                                                  (210,955)                (3,118)                (1,243)

INTEREST
     Expense                                                      (5,399)                    --                     --
----------------------------------------------------------------------------------------------------------------------------

NET LOSS FOR THE PERIOD                                      $  (216,354)           $    (3,118)           $    (1,243)
============================================================================================================================

BASIC LOSS PER SHARE                                         $    (.0228)           $    (.0003)           $    (.0001)
============================================================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING                                        9,509,018              9,078,261              9,000,000
============================================================================================================================


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

</TABLE>

                                       F-4


<PAGE>









                              COMMUNICATE.COM INC.
                         (FORMERLY TROYDEN CORPORATION)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
           FOR THE PERIOD FROM SEPTEMBER 30, 1998 TO DECEMBER 31, 2000

<TABLE>
<CAPTION>

                                                                                                  Accumulated other
                                                         Common shares    Additional   Accumulated comprehensive Total Stockholder's
                                                 Number of shares  Amount Paid-In Capital Deficit  income (loss) Equity (Deficiency)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>         <C>      <C>        <C>          <C>              <C>
Balance, September 30, 1998, after giving retroactive
     effect to the 1:30 forward stock-split            9,000,000   $  300   $    2,700 $  (7,903)   $    --          $   (4,903)

Net loss, year ended September 30, 1999                       --       --           --    (1,243)        --              (1,243)

Dividends                                                     --       --           --    (8,121)        --              (8,121)
------------------------------------------------------------------------------------------------------------------------------------

Balance, September 30, 1999                            9,000,000      300        2,700   (17,267)        --             (14,267)

Issuance of 300,000 common shares at $0.0033 per share   300,000       10          990        --         --               1,000

Net loss, three months ended December 31, 1999                --       --           --    (3,118)                        (3,118)
------------------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 1999                             9,300,000      310        3,690   (20,385)        --             (16,385)

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

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

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

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

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

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

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

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

</TABLE>


                                                                  F-5

<PAGE>


                              COMMUNICATE.COM INC.
                         (FORMERLY TROYDEN CORPORATION)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                    Year ended       Three months ended       Year ended
                                                                 December 31, 2000    December 31, 1999    September 30, 1999
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>                    <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss for the period                                            $(216,354)         $  (3,118)         $  (1,243)
     Adjustments to reconcile net loss to net cash
        used in operating activities
     - depreciation and amortization                                      13,353                 25                297
     - accrued interest                                                    5,399                 --                 --
     - non-cash compensation                                                  --              1,000                 --
     - non-cash domain, sales and marketing costs                        309,100                 --                 --
     - accounts receivable                                                27,080                 --                 --
     - other assets                                                       12,909                 --                 74
     - prepaid expenses                                                   14,958                 --                 --
     - accounts payable                                                 (186,412)             2,093                872
------------------------------------------------------------------------------------------------------------------------------

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

CASH FLOWS FROM INVESTING ACTIVITIES
     - acquisition of subsidiary, net of cash acquired                  (307,840)                --                 --
------------------------------------------------------------------------------------------------------------------------------

CASH USED IN INVESTING ACTIVITIES                                       (307,840)                --                 --
------------------------------------------------------------------------------------------------------------------------------

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

CASH FLOWS FROM FINANCING ACTIVITIES                                     382,494                 --                 --
------------------------------------------------------------------------------------------------------------------------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                   (6,864)                --                 --
------------------------------------------------------------------------------------------------------------------------------

INCREASE IN CASH AND CASH EQUIVALENTS                                     47,823

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                --                 --                 --
------------------------------------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                               $  47,823          $      --          $      --
==============================================================================================================================

</TABLE>


SUPPLEMENTAL CASH FLOW INFORMATION

       In December 1999 the Company issued 300,000 shares as  compensation  to a
       former director.
       In November 2000 the Company issued  1,000,000  shares in connection with
       the acquisition of control of AlbertaCo.
       In December 2000 the Company issued 550,000 shares in partial  payment of
       amount due in connection with the acquisition of control of AlbertaCo.
       In December 2000 the Company issued  1,375,339  shares in connection with
       the  acquisition  of  shares  of  AlbertaCo.  from  AlbertaCo's  minority
       shareholders.
       In December 2000 the company issued 300,000 shares pursuant to a business
       development consulting agreement.

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

                                       F-6


<PAGE>


                              COMMUNICATE.COM INC.
                         (FORMERLY TROYDEN CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999

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

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
--------------------------------------------------------------------------------

The  Company  was  incorporated  October 10, 1995 under the laws of the State of
Nevada and effective  August 24, 2000 changed its name from Troyden  Corporation
to  Communicate.com  Inc. ("CMNN" or "the Company").  CMNN has previously been a
development stage company seeking business acquisition opportunities.  Effective
November  10,  2000  the  Company   acquired  a  52%  controlling   interest  in
Communicate.com  Inc.,  an  Alberta  private  company  ("AlbertaCo")  and during
December  2000  acquired from  minority  shareholders  an additional  31% of the
outstanding shares of AlbertaCo.  As a result, as at December 31, 2000 CMNN owns
83% of the outstanding shares of AlbertaCo.

AlbertaCo owns a large portfolio of simple,  intuitive domain names. AlbertaCo's
current  business  strategy is to seek  partners to develop its domain  names to
include content,  commerce and community  applications.  AlbertaCo  entered into
agreements  to sell a portion of its  interest  in  certain of its domain  names
(refer to Notes 8 and 13).  For the year ended  December 31, 2000 the Company is
no longer considered to be in the development stage.

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, 2000 the Company
has a working capital deficiency of $1,853,741 (1999 - $16,385) and has incurred
losses since inception raising  substantial doubt as to the Company's ability to
continue as a going concern. The Company's continued operations are dependent on
its ability to obtain additional  financing,  settling its outstanding debts and
ultimately to attain profitable operations.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

BASIS OF PRESENTATION
The accompanying financial statements are presented in United States dollars and
are prepared in accordance with accounting  principles generally accepted in the
United States.

PRINCIPLES OF CONSOLIDATION
The  financial  statements  include  the  accounts  of the  Company  and the 83%
interest  in  its  subsidiary   AlbertaCo   effective  November  10,  2000.  All
significant   intercompany   balances  and   transactions   are   eliminated  on
consolidation.  The financial statements for the three months ended December 31,
1999 and the year ended September 30, 1999 are non-consolidated.

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

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

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

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

REVENUE RECOGNITION
Revenues  from sale of domain names  consists  primarily of funds earned for the
transfer of rights to domain names that are currently in the Company's  control.
Collectibility  of these  proceeds  is subject  to a high level of  uncertainty;
accordingly  revenues are recognized  only as received in cash and are shown net
of direct selling costs.

Web  advertising  revenue  consists  primarily  of  commissions  earned from the
referral of visitors to the Company's sites to other parties.  Collectibility of
these  referral   commissions  is  subject  to  a  high  level  of  uncertainty;
accordingly revenues are recognized only as received in cash.

                                       F-7

<PAGE>
COMMUNICATE.COM INC.
(FORMERLY TROYDEN CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2000 AND 1999
--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
--------------------------------------------------------------------------------

STOCK-BASED COMPENSATION
The Company  accounts for  stock-based  employee  compensation  arrangements  in
accordance  with the provisions of Accounting  Principles  Board Opinion No. 25,
"Accounting for Stock Issued to Employees", ("APB No. 25") and complies with the
disclosure  provisions  of Statement of  Financial  Accounting  Standard No. 123
"Accounting for Stock-Based  Compensation"  ("SFAS No. 123").  Under APB No. 25,
compensation expense is recognized based on the difference,  if any, on the date
of grant between the estimated fair value of the Company's  stock and the amount
an employee  must pay to acquire the stock.  Compensation  expense is recognized
immediately  for  past  services  and  pro-rata  for  future  services  over the
option-vesting period.

The Company accounts for equity  instruments  issued in exchange for the receipt
of goods or services from other than  employees in accordance  with SFAS No. 123
and the  conclusions  reached  by the  Emerging  Issues  Task Force in Issue No.
96-18,  "Accounting  for  Equity  Instruments  That Are  Issued  to  Other  Than
Employees for Acquiring or in Conjunction with Selling Goods or Services" ("EITF
96-18").  Costs  are  measured  at  the  estimated  fair  market  value  of  the
consideration  received or the  estimated  fair value of the equity  instruments
issued,  whichever is more reliably measurable.  The value of equity instruments
issued for  consideration  other than  employee  services is  determined  on the
earlier of a performance commitment or completion of performance by the provider
of goods or services as defined by EITF 96-18.

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.

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

LOSS PER SHARE

Basic loss per share is computed by dividing loss for the period by the weighted
average number of common shares  outstanding  for the period after giving effect
to the 1:30  forward  stock-split.  Fully  diluted  loss per share  reflects the
potential  dilution of securities  by including  other  potential  common stock,
including convertible preferred shares, in the weighted average number of common
shares  outstanding  for a period  and is not  presented  where  the  effect  is
anti-dilutive.  Because  the  Company  does not have  any  potentially  dilutive
securities, the accompanying presentation is only of basic loss per share.

                                       F-8

<PAGE>

COMMUNICATE.COM INC.
(FORMERLY TROYDEN CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2000 AND 1999
--------------------------------------------------------------------------------

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

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 AlbertaCo.

IMPAIRMENT OF LONG-LIVED ASSETS
The Company reviews the carrying amount of capital assets and intangible  assets
held for  resale for  impairment  whenever  events or  changes in  circumstances
indicate that the carrying amount may not be recoverable.  The  determination of
any  impairment  would include a comparison of estimated  future  operating cash
flows  anticipated  during the remaining life with the net carrying value of the
asset. No impairment losses have been recorded through December 31, 2000.

RECENT ACCOUNTING PRONOUNCEMENTS
In March,  2000, the Financial  Accounting  Standards Board ("FASB") issued FASB
Interpretation  No. 44,  Accounting  for Certain  Transactions  Involving  Stock
Compensation  - an  interpretation  of APB  Opinion  No.  25  ("FIN  44")  which
clarifies the application of APB 25 for certain issues.  This  interpretation is
effective July 1, 2000, but certain  conclusions  in this  interpretation  cover
specific  events that occur after either December 15, 1998, or January 12, 2000.
The  Company has  determined  that this  pronouncement  does not have a material
impact on the  reporting  and  measurement  of stock based  compensation  by the
Company.

In June 1998, The FASB issued  Statement  Number 133  "Accounting for Derivative
Instruments  and  Hedging   Activities"   ("SFAS  133").  SFAS  133  establishes
accounting and reporting standards for derivative instruments, embedded in other
contracts, and for hedging activities.  It requires that an entity recognize all
derivatives  as either  assets or  liabilities  in the  statement  of  financial
position and measure those instruments at fair value. The accounting for changes
in fair value of the  derivative  depends on the intended use of the  derivative
and the resulting designation.  As the Company does not currently use derivative
instruments,  the adoption of SFAS 133 does not have a significant effect on the
Company's results of operations or its financial position.

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.

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

By agreement  dated November 10, 2000 the Company  acquired  11,714,080  Class A
common  shares  of  AlbertaCo,  representing  52% of the  outstanding  shares of
AlbertaCo,  in consideration for 1,000,000 shares of the Company's common stock,
a cash payment of $400,000 and an  additional  $1,100,000  payable in four equal
amounts of $275,000 due 30, 60, 90 and 120 days following the  acquisition or as
otherwise agreed to by the parties. The Company may, at its option,  satisfy the
additional  $1,100,000 payable by the issuance of 2,200,000 post-split shares of
the Company's common stock.

In connection with this acquisition,  the Company borrowed $400,000 from Pacific
Capital Markets Inc. (refer to Note 6)

On December 14, 2000,  550,000  post-split shares of common stock were issued at
an agreed value of $0.50 per share as settlement of $275,000 of the  $1,100,000.
As at December 31, 2000 $825,000 is payable in connection with this agreement.

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

                                       F-9

<PAGE>

COMMUNICATE.COM INC.
(FORMERLY TROYDEN CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2000 AND 1999
--------------------------------------------------------------------------------

NOTE 3 - ACQUISITION (CONT'D)
--------------------------------------------------------------------------------

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

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

<TABLE>
<CAPTION>

<S>                                                                                    <C>
          Assets acquired at fair value:
                Current assets                                                         $   350,568
                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
                                                                                       ===========

          Components of the purchase price:
                 Cash paid on closing                                                  $   400,000
                 1,000,000 shares issued on closing at $0.50 per share                     500,000
                 Note payable within 120 days                                            1,100,000
                                                                                       -----------

                                                                                         2,000,000

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

          Total purchase price                                                         $ 2,880,217
                                                                                       ===========

</TABLE>


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


                                                    2000             1999
                                                ---------------------------

        Computer equipment                      $  216,252         $     --
        Furniture and fixtures                       6,568               --
        Office equipment                             3,993               --
                                                ---------------------------

                                                   226,813               --
        Less: accumulated depreciation             (13,353)              --
                                                ---------------------------

                                                $  213,460         $     --
                                                ===========================


As at December 31, 2000,  computer  equipment includes $84,889 of equipment held
under capital lease.  Accumulated  depreciation of leased  equipment at December
31, 2000 is $6,432.

                                      F-10

<PAGE>

COMMUNICATE.COM INC.
(FORMERLY TROYDEN CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2000 AND 1999
--------------------------------------------------------------------------------

NOTE 4 - FIXED ASSETS (CONT'D)
--------------------------------------------------------------------------------

As of December 31, 2000, future minimum annual lease payments relating to assets
held under capital leases, together with their present values are as follows:

        2001                                         $  70,063
        2002                                            20,182
        2003                                            11,902
        2004                                             1,769
        2005                                             1,769
                                                     ---------

        Total minimum lease payments                   105,685
        Amount representing interest                   (13,328)
                                                     ---------

        Present value of minimum lease payments      $  92,357
                                                     =========


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

Details of accounts payable and accrued liabilities are as follows:

                                                  2000           1999
                                             ---------------------------

        Trade accounts payable               $  478,777        $      --
        Accrued liabilities                     341,248               --
        Taxes payable                            18,459           16,460
                                             ---------------------------

                                             $  838,484        $  16,460
                                             ===========================

NOTE 6 - LOAN PAYABLE
--------------------------------------------------------------------------------

In connection with the acquisition of AlbertaCo, the Company entered into a Loan
and Security Agreement dated November 10, 2000 with Pacific Capital Markets Inc.
("PCMI"), a British Columbia corporation. Under the terms of the agreement, PCMI
has  agreed to loan the  Company up to  $1,500,000  to  satisfy  its  obligation
pursuant to the AlbertaCo  purchase  agreement dated November 10, 2000.  Amounts
loaned by PCMI are secured by a  promissory  note  payable on demand and bearing
interest  at the Royal Bank of Canada  prime rate plus 2%. In the event that the
Company  fails to repay the amounts due under this  agreement,  PCMI may, at its
option,  convert the balance of  principal  and  interest  due  pursuant to this
agreement  into shares of the Company's  common stock of at a price equal to 80%
of the average selling price of the Company's  common stock for the fifteen days
prior to conversions.  As at December 31, 2000, $400,000 has been loaned by PCMI
to the Company and $5,399 of interest has been accrued.

PCMI and  certain  of its  officers  and  directors  were also  shareholders  of
AlbertaCo and sold their shareholdings in AlbertaCo to the Company in connection
with the  minority  shareholder  offer as  described  in Note 3, and as a result
became shareholders of the Company.

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

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

                                      F-11

<PAGE>

COMMUNICATE.COM INC.
(FORMERLY TROYDEN CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2000 AND 1999
--------------------------------------------------------------------------------

NOTE 7 - CAPITAL STOCK (CONT'D)
--------------------------------------------------------------------------------

On December 8, 1999  300,000  post-split  shares of common  stock were issued as
compensation to a former director for services provided as a member of the board
at a fair value of $0.0033 per share.

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

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

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

On December 29, 2000, 1,375,339 post-split shares of common stock were issued at
a fair value of $0.64 per share in connection with the purchase 7,079,039 shares
of AlbertaCo from minority shareholders of AlbertaCo.

Refer to Notes 6 and 13.

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

The Company has no stock options  outstanding  as at December 31, 2000 and 1999.
Options were  outstanding to purchase  shares of common stock of AlbertaCo as at
the date of the acquisition of AlbertaCo. Effective January 1, 2001, the options
to purchase shares of common stock of AlbertaCo were  cancelled.  At as December
31, 2000, no  compensation  expense had been recorded for any period relating to
the granting of stock options by the Company.

NOTE 8 - DOMAIN SALES
--------------------------------------------------------------------------------

VIETNAM.COM
By agreement dated November 23, 2000 AlbertaCo entered into an agreement to sell
one of its URL domain names  (vietman.com)  for $500,000 such that AlbertaCo was
to receive $200,000 10 days after closing, $300,000 within 90 days following the
transfer of the domain  name,  and 20% of the  outstanding  shares to of a newly
incorporated  company which will hold the rights to the domain name. To date the
Company has received the $200,000 and is currently  renegotiating  the terms for
payment of the $300,000 and accordingly the $300,000 has not been accrued.

HOCKEY.COM
By agreement  dated  November 28, 2000 and amended  December  19,2000  AlbertaCo
agreed to sell one of its URL domain names  (hockey.com).  During the period the
Company  received a $60,000  non-refundable  deposit and effective March 1, 2001
the agreement was terminated by the Company as allowed for in the agreement.

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

During the year  management  fees and  salaries  of  totalling  $19,869  (1999 -
$1,000) were paid to two directors of the Company.

In connection with the purchase offer to AlbertaCo  minority  shareholders (Note
3), a director and a relative of a director  exchanged a total of 917,877 shares
of  capital  stock of  AlbertaCo  for  178,329  shares of  capital  stock of the
Company.

Refer to Note 6.
                                      F-12

<PAGE>

COMMUNICATE.COM INC.
(FORMERLY TROYDEN CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2000 AND 1999
--------------------------------------------------------------------------------

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

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

The Company has net operating loss  carryforwards  of  approximately  $5,050,000
(CMNN - $250,000 ; AlbertaCo - $4,800,000)  which result in deferred tax assets.
The AlbertaCo  carryforwards  will expire, it not utilized,  commencing in 2006.
Management believes that the realization of the benefits from these deferred tax
assets  appears  uncertain due to the Company's  limited  operating  history and
continuing losses.  Accordingly,  a full deferred tax asset valuation  allowance
has been provided and no deferred tax asset benefit has been recorded.

NOTE 11 - FINANCIAL INSTRUMENTS
--------------------------------------------------------------------------------

INTEREST RATE RISK EXPOSURE
The Company has limited exposure to any fluctuation in interest rates.

FOREIGN EXCHANGE RISK
The  Company  is  subject  to  foreign  exchange  risk for sales  and  purchases
denominated  in  foreign  currencies.  Foreign  currency  risk  arises  form the
fluctuation  of foreign  exchange  rates and the degree of  volatility  of these
rates relative to the United States dollar. The Company does not actively manage
this risk.

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

FAIR VALUES OF FINANCIAL INSTRUMENTS
The Company's financial instruments include cash and cash equivalents,  accounts
receivable,  bank indebtedness,  accounts payable and accrued liabilities,  loan
payable,  note payable and capital  lease  obligation.  The fair values of these
financial  instruments  approximate their carrying values. The fair value of the
Company's  capital  leases  are  estimated  based on market  value of  financial
instruments with similar terms.  Management  believes that the fair value of the
debt approximates its carrying value.

NOTE 12 - COMMITMENTS AND CONTINGENCIES
--------------------------------------------------------------------------------

COMMITMENTS
Effective December 15, 2000,  AlbertaCo occupies its current premises on a month
to month basis at $2,700 per month.

Rent  expense  for  the  year  ended  December  31,  2000,  which  includes  the
consolidated accounts of AlbertaCo, was $16,916.

                                      F-13

<PAGE>

COMMUNICATE.COM INC.
(FORMERLY TROYDEN CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2000 AND 1999
--------------------------------------------------------------------------------

NOTE 12 - COMMITMENTS AND CONTINGENCIES (CONT'D)
--------------------------------------------------------------------------------

CONTINGENCIES
The former Chief Executive Officer of AlbertaCo commenced a legal action against
AlbertaCo on March 9, 2000 for wrongful dismissal and breach of contract.  He is
seeking,  at minimum,  18.39% of the outstanding  shares of AlbertaCo,  specific
performance  of his  contract,  special  damages  in an  amount  of  CAN$37,537,
aggravated  and  punitive  damages,   interest  and  costs.  On  June  1,  2000,
Communicate.com commenced an action against this individual claiming damages and
special  damages  for  breach of  fiduciary  duty and  breach of his  employment
contract.  The  amount  of loss,  if any,  resulting  from  this  litigation  is
presently not determinable.

Subsequent to year-end  AlbertaCo has been  threatened  with legal action by Don
King Productions ("DKP") for alleged infringements on a pay-per-view telecast in
March  2000 on  AlbertaCo's  website,  boxing.com.  DKP is  seeking  damages  of
$100,000 and the rights to the  boxing.com  domain name.  The Company denies any
wrongdoing and will defend any legal action undertaken by DKP.

Certain  minority  shareholders of AlbertaCo  threatened to take legal action in
the  Court  of  Queens  Bench  of  Alberta  pursuant  to  the  Alberta  Business
Corporation  Act to obtain  remedies  based on alleged  shareholder  oppression.
These  shareholders  have also notified certain directors and investors of their
intention  to proceed  with  derivative  claims that will be  proceeded  with in
combination  with  the  shareholder  oppression  action.  As of the  date of the
auditors'  report  no  statement  of  claim  has been  filed.  Should a claim be
started, the Company intends to vigorously defend this action.

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

SETTLEMENT OF DEBT
By Directors'  resolution  dated January 23, 2001,  the Company  agreed to issue
16,000 post-split shares of common stock in settlement of certain trade accounts
payable of AlbertaCo in the amount of $20,000.

SALE OF CRICKET.COM
AlbertaCo  has entered into an agreement to sell one of its URL domain names for
proceeds of $25,000 payable on closing, 90% of the net revenues from Cricket.com
Ltd. (a newly formed  company of which  AlbertaCo  will own 40%) to a maximum of
$500,000,  and 50% of the net revenues from Cricket.com Ltd. until an additional
$500,000 is paid.

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

                                      F-14