10QSB 1 qsb.htm QSB qsb
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-QSB

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2006
or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number 000-29929

COMMUNICATE.COM INC.
(Exact name of small business as specified in its charter)

Nevada   88-0346310
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)

#600 - 1100 Melville Street, Vancouver, B.C. V6E 4A6
(Address of principal executive offices)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[ X ] Yes [   ] No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[   ] Yes [ X ] No

APPLICABLE ONLY TO CORPORATE ISSUERS

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

Common Stock  17,836,339 shares outstanding
$.001 Par Value                                                                         as of November 13, 2006
Transitional Small Business Disclosure Format (Check one): Yes [   ] No [X]


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 COMMUNICATE.COM INC.
REPORT ON FORM 10-QSB
QUARTER ENDED SEPTEMBER 30, 2006
TABLE OF CONTENTS

PART I. Financial Information

Item 1. Financial Statements

Consolidated Balance sheets as of September 30, 2006 and December 31, 2005
Consolidated Statements of Operations for the periods ended September 30, 2006 and September 30, 2005
Consolidated Statements of Cash Flows for the periods ended September 30, 2006 and September 30, 2005
Notes to the Consolidated Financial Statements

 
Item 2.
Management's discussion and analysis of financial condition and results of operations

Item 3. Controls and Procedures.


PART II.  Other Information

Item 1. Legal Proceedings.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Item 3. Defaults Upon Senior Securities.

Item 4. Submission of Matters to a Vote of Security Holders.

Item 5. Other Information.

Item 6. Exhibits and Reports on Form 8-K.

Signatures

Certifications


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PART I - FINANCIAL INFORMATION


Item 1: Financial Statements.

The response to Item 1 has been submitted as a separate section of this Report beginning on page F-1.


Item 2: Management’s discussion and analysis of financial condition and results of operations 

Registrant, through its majority-owned subsidiaries, Domain Holdings, Inc. (“DHI”, formerly Communicate.com Inc.) and FrequentTraveller.com Inc. (“FrequentTraveller”) (together the "Subsidiaries"), is involved in businesses that exploit commercial uses of the Internet. DHI markets and licenses a portfolio of domain names, a number of which generate high amounts of internet traffic because of, among other things, their generic description of a specific product or services category.

Registrant has focused since the beginning of 2001 on developing revenue streams from its domain names and improving its financial position. Registrant generates revenue from leasing domain names, sales commissions from the sale of third-party products and services utilizing the Internet, "pay-per-click" revenue and the trading of domain name assets. Since May 2003, Registrant has begun selling fragrances and beauty and sports products online directly to consumers and in October 2003 begun selling travel services through its website FrequentTraveller.com.

Registrant presently employs seventeen full-time employees and three consultants and occupies approximately 5,000 square feet of office space in Vancouver, British Columbia and Bellingham, Washington.

(a) Selected Financial Data

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

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For the Quarters Ended
September 30 
For the Nine Months Ended
September 30
 
 
2006
 
 
2005
 
 
2006
 
 
2005
 
Statements of Operations Data
                       
Domain Leasing and Advertising
$
72,432
 
$
256,705
 
$
241,403
 
$
844,185
 
Domain Name
 
500,000
   
--
   
623,800
   
--
 
eCommerce
 
1,555,396
   
760,954
   
4,358,228
   
2,201,855
 
Royalty
 
--
   
--
   
21,673
   
--
 
Total Sales
$
2,127,828
 
$
1,017,659
 
$
5,245,104
 
$
3,046,040
 
                         
Domain Names
$
125,112
   
--
 
$
191,012
   
--
 
eCommerce
 
1,238,542
 
$
602,648
   
3,565,272
 
$
1,821,507
 
Total Cost of Sales
$
1,363,654
 
$
602,648
 
$
3,756,284
 
$
1,821,507
 
                         
Gross Profit
$
764,174
 
$
415,011
 
$
1,488,820
 
$
1,224,533
 
                         
Marketing
$
73,965
 
$
43,295
 
$
215,373
 
$
119,368
 
General and Administrative
 
97,378
   
80,307
   
301,883
   
216,031
 
Management Fees and Salaries
 
221,939
   
217,750
   
789,010
   
614,896
 
Professional Fees
 
29,423
   
221,939
   
64,532
   
56,092
 
Interest expense
 
1,214
   
--
   
3,414
   
--
 
Depreciation
 
3,790
   
3,113
   
11,756
   
7,711
 
                         
Operating Income
$
336,465
 
$
46,142
 
$
1,385,968
 
$
210,435
 
Non-Recurring Income
 
--
   
--
 
$
250,000
   
--
 
Interest Income
$
11,394
   
--
   
35,428
   
--
 
Gain on Debt Settlement
 
--
 
$
52,788
   
--
 
$
69,000
 
Non-Controlling Interest Share of Loss in FT.com
 
--
 
$
17,679
   
--
 
$
60 044
 
                         
Net Income for the Period
$
347,859
 
$
116,609
 
$
388,280
 
$
339,479
 
Basic Earnings per Share
$
0.02
 
$
0.01
 
$
0.02
 
$
0.02
 
Weighted Average Shares Outstanding
 
17,836,339
   
15,396,065
   
17,836,339
   
15,396,065
 

Balance Sheet Data
 
As at
September 30, 2006
 
 
As at
December 31, 2005
 
Current Assets
$
2,101,809
 
$
1,952,172
 
Resticted Cash
 
20,000
   
20,000
 
Fixed Assets
 
48,553
   
52,640
 
Intangible Assets
 
1,602,792
   
1,539,678
 
Total Assets
$
3,773,154
 
$
3,564,490
 
             
Accounts Payable & Accrued Liabilities
$
643,724
 
$
934,734
 
Loan Advance
 
43,180
   
--
 
             
Common Stock
 
8,846
   
8,766
 
Additional Paid in Capital
 
3,611,290
   
3,543,156
 
Accumulated Deficit
 
(533,886
)
 
(922,166
)
Total Stockholders’ Equity
$
3,086,250
 
$
2,629,756
 
Total Liabilities and Stockholders’ Equity
$
3,773,154
 
$
3,564,490
 


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(b) Results of Operations

REVENUES AND COSTS OF REVENUES.
 
Domain Name Leasing and Advertising. In the third quarter of 2006, Registrant generated domain name leasing and advertising revenue of $72,432 as compared to $256,705 in the third quarter of 2005, a decrease of 71.8%. During the nine months ended September 2006, domain name leasing and advertising revenue generated $241,403 as compared to $844,185 in the previous comparable period, a decrease of 71.4%. While the transfers of body.com and Brazil.com to generate eCommerce sales accounted for some of the decrease, advertising revenue has been adversely affected by changes made by Internet search engines which significantly reduced the volume of Internet traffic directed to Registrant’s network of advertising sites. While there are signs which begin to show traffic improvement, Management expects this line of revenue to remain the same over the next several quarters. Management has no current plan to convert any additional advertising websites into retailing sites.

Domain Name Sales. In the third quarter of 2006, the Registrant sold Wrestling.com for $500,000 which had a cost of $125,112 to a third party based in Australia. During the nine months ended September 2006, domain names sales totaled $623,800 and had a cost of $191,012. Management has concluded its strategy to recapitalize the Registrant through the selling of non-strategic domain names. Proceeds from the prior sales of domain names were used to repay a note payable and to enhance the Registrant’s financial ratios and liquidity. Management has begun acquiring new domain names both individually and as a portfolio to replenish its asset base and to increase its advertising revenue. While Registrant has no immediate plans to sell any domain names in the near future, it will evaluate opportunities as they arise.

eCommerce Sales. Registrant began converting Internet traffic into customers by directly marketing and selling consumable goods. Registrant launched its cologne.com and perfume.com Internet retail sites in May 2003, its karate.com Internet retail site in 2004, and most recently soft-launched its body.com Internet retail site in March 2006. In the third quarter of 2006, the combined retail sites generated sales of $1,555,396 (2005 Q3 - $760,954), or approximately $16,906 per day (2005 Q3 - $8,271 per day), with cost of purchases and shipping totaling $1,238,542 (2005 Q3 - $602,648) resulting in gross profit of $316,854 and gross profit margin of approximately 20.4% (2005 Q3 - 20.8%). Quarterly sales comparable to previous quarter have increased by 3.3% while gross profit margin in percentage term has increased by 12%. Management is satisfied that the third quarter margin in 2006 has met its previously stated margin target of 20%.

During the nine months ended September 2006, total combined retail sites generated sales of $4,358,228 nearly doubling the sales of $2,201,855 for the comparable period in the previous year. With current cost of sales of $3,565,272, the gross profit margin is 18.2% as compared to 17.3% in the same period last year.

Management continues to rely on its proprietary heuristic method of vendor selection, based on analyzing a vendor’s stock selection, calculated margin, past service history and shipping costs to improve upon margin. Management will continue to monitor its overall product offerings to maintain an acceptable gross profit margin between 20% to 22% and to grow eCommerce sales.
 
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In the third quarter of 2006, Registrant through its travel business subsidiary generated eCommerce service sales of $116,730 at a cost of $100,702 as compared to sales of $172,337 at a cost of $146,577 in the third quarter of 2005. During the third quarter of 2006, the subsidiary has expensed as salaries $25,149 for the development of a new information management system and for improvements to its websites. During the nine months period ended September 2006, the travel operation incurred a net loss of $280,287 and an accumulated deficit of $614,295 since inception in October 2002. Management continues to be disappointed by missing its revenue target of $150,000 per month and is planning for a comprehensive review of this strategy within six months.

Royalty. During the first quarter of 2006, Registrant received $21,673 in royalty revenue from Manhattan Assets Corp. During the second quarter of 2006, Manhattan Assets and Registrant agreed to settle all future royalty obligations in exchange for the return of call.com. A non-recurring income of $250,000 was recorded based on the estimated fair value for the domain name. No other royalty income has been earned during the balance of this period.

MARKETING. Registrant continues to advertise online by paying-for-clicks and search-engine-placements and affiliate marketing. In the third quarter of 2006, Registrant recorded marketing expenses of $73,965 or 4.8% of eCommerce sales as compared to $43,295 or 7.2% of comparable third quarter sales in 2005. During the nine months period ended September 2006, marketing expense totaled $215,373 as compared to $119,368 during the comparable period in the previous year. Marketing expense is below targeted spending, and Management expects marketing expenses to increase as sales increase and has planned to spend up to 10% of gross product sales for marketing in the final quarter of 2006.

GENERAL AND ADMINISTRATIVE. Registrant’s general and administrative expenses consist of costs for general and corporate functions, including facility fees, travel, telecommunications and investor relations. In the third quarter of 2006, Registrant recorded general and administrative expense of $97,378 (4.6% of total sales) as compared to $80,307 (7.9% of total sales) in the third quarter of 2005, an increase of 21.3%. During the nine months period ended September 2006, total general and administrative expense totaled $301,883 as compared to $216,031 during the comparable period in the previous year. While much of the increase came from increase in credit card transaction processing fees reflecting the increase in comparable period sales, credit card chargeback costs also contributed to the expense increase. Credit card chargeback costs arose from fraudulent transactions conducted over the Registrant’s websites and totaled $3,621 during the third quarter and $18,558 during the nine months period of 2006. Management believes its chargeback experience ratio is below industry average and that its preauthorization screening process remains effective. Management expects general and administrative expenses to increase as total revenue increases but will aim to maintain general and administrative costs below 10% of total sales.

MANAGEMENT FEES AND SALARIES. In the third quarter of 2006, Registrant incurred management fees and staff salaries of $221,939, an increase of 1.9% over the third quarter of 2005 of $217,750. During the nine months period ended September 2006, management fees and salaries totaled $789,010 as compared to $614,896 during the comparable period in 2005. While the expense increased by 28.3%, as a percentage to total sales, the amount has decreased from 20% to 15%. Salary and wage increases and the strengthening of the Canadian dollar were offset by staff attrition. Management expects fees and staff salaries to increase in the coming quarters as certain key managers are scheduled for contract increases.
 
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PROFESSIONAL FEES. Professional fees include legal and auditing fees. During the third quarter of 2006, professional fees totaled $29,423 as compared to $24,404 in the third quarter of 2005, an increase of 20.6%. During the nine months period ended September 2006, professional fees totaled $64,532 as compared to $56,092 in the comparable period in the previous year. Management attributes much of the increases to costs associated with regulatory compliance in the ordinary course of business. For the coming quarter, Management expects professional fees to remain roughly the same as the travel subsidiary continues its effort in filing its Form SB-2 to finance and develop its travel business.. Other than professional fees related to regulatory compliance and to the travel subsidiary’s Form SB-2 filing, Management is unaware of factors which are likely to increase professional fees in the final quarter of 2006.

(c) Liquidity and Capital Resources

Registrant seeks to generate revenue from (i) leasing domain names to third parties to conduct on-line businesses; (ii) selling products and services of both company owned inventory and of inventory owned by third parties; (iii) fees resulting from Internet traffic click-throughs generated by company owned domain name assets; and (iv) trading of domain name assets.

At September 30, 2006 Registrant had current assets in excess of current liabilities resulting in a positive working capital of $1,414,905 as compared to a working capital of $1,017,438 at the fiscal year ending December 31, 2005. During the nine-months ended September 30, 2006 Registrant had a net income of $388,280 and a decrease in cash of $60,904, compared to net income of $339,479 and an increase in cash of $424,888 for the same nine-month period of last year. Operating activities generated cash outflows of $67,719 after primarily reducing accounts payable. During the nine-month ended September 30, 2006, the Registrant purchased $160,008 in bonds held as investment and increased its short-term investments to $374,566, and borrowed $43,180 in short-term financing through its travel subsidiary. From the beginning of the fiscal year to September 30, 2006, Registrant has reduced its accumulated deficit to $533,886 from $922,166 and has stockholders’ equity of $3,086,250.

In October 2003, Registrant became a majority shareholder of FrequentTraveller, which has developed and is operating travel sale websites utilizing non-exclusive access to Registrant’s domain names Vietnam.com, Malaysia.com, Indonesia.com, and Brazil.com. Registrant will continue to own the aforementioned domain names and to develop businesses other than travel sales for them. FrequentTraveller has one manager and is not expected to generate sufficient revenue to cover expenses for at least twelve months. Any fund shortfall, currently requiring $15,000 per month, will be covered by Registrant or by sourcing outside capital. During the first nine months of 2006, FT borrowed $43,180 from a third party on a non-secured no interest basis. Since inception, FT has raised $338,926 in private placement equity, including $120,000 invested by the Registrant, and accumulated a deficit of $894,582 with total shareholders’ deficit of $207,919. FT plans to raise additional working capital by way of private placement equity and to use any proceeds to expand its business and as general working capital.

The Registrant expects it has sufficient working capital to carry on business for the next twelve months. In the event of an adverse operating results or some other catastrophic event, Registrant may be required to seek additional capital from external sources. Registrant expects to raise any additional funds by way of equity and/or debt financing, and through the sale of non-strategic domain name assets. However, Registrant may not be able to raise the required funds from such financings, depending on volatile market conditions and the perception by investors of those companies that, like Registrant, engage in e-commerce and related businesses.

Registrant has no current plans to purchase any plant or significant equipment.
 
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(d)  
Recent Accounting Pronouncements

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140, to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, to permit fair value remeasurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, Accounting for the Impairment or Disposal of Long-Lived Assets, to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. The adoption of SFAS No. 155 on January 1, 2006 had no impact on our financial statements.

In March 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 156 ("SFAS No. 156"), Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. SFAS No. 156 requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS 156 is effective for an entity's first fiscal year beginning after September 15, 2006. The adoption of SFAS No. 156 on January 1, 2006 had no impact on Registrant’s financial statements.

SFAS 157

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measures” (“SFAS No. 157”). This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), expands disclosures about fair value measurements, and applies under other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 does not require any new fair value measurements. However, the FASB anticipates that for some entities, the application of SFAS No. 157 will change current practice. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, which for the Company would be the fiscal year beginning January 1, 2008. The Company is currently evaluating the impact of SFAS No. 157 but does not expect that it will have a material impact on its financial statements.

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SFAS 158

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans.” This Statement requires an employer to recognize the over funded or under funded status of a defined benefit post retirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position, and to recognize changes in that funded status in the year in which the changes occur through comprehensive income.  SFAS No. 158 is effective for fiscal years ending after December 15, 2006. The Company does not expect that the implementation of SFAS No. 158 will have any material impact on its financial position and results of operations.


SAB 108

In September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. SAB No. 108 is effective for periods ending after November 15, 2006. The Company is currently evaluating the impact of adopting SAB No. 108 but does not expect that it will have a material effect on its financial statements.

(e) Uncertainties Relating to Forward-Looking Statements

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

Item 3: Controls and Procedures.

Disclosure Controls and Procedures

David M. Jeffs, Registrant’s Chief Executive Officer, and J. Cameron Pan, Registrant’s Chief Financial Officer have evaluated the effectiveness of Registrant’s disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934 (the “Exchange Act” )) as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on such evaluation, they have concluded that, as of the Evaluation Date, Registrant’s disclosure controls and procedures are effective in alerting Registrant on a timely basis to material information required to be included in its reports filed or submitted under the Exchange Act.
 
Page - 9


Changes in Internal Controls

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

PART II - OTHER INFORMATION


Item 1. Legal Proceedings.

In December 1999, DHI commenced a lawsuit in the Supreme Court of British Columbia (No. C996417) against Paul Green, the former chief executive officer of DHI, for breach of fiduciary duty for wrongfully attempting to appropriate the Subsidiary’s business opportunities. DHI is seeking an undetermined amount of damages and a declaration that it had just cause to terminate Paul Green as the CEO in or about June 1999. No decision has been rendered in this case and Registrant cannot predict whether DHI will prevail, and if it does, what the terms of any judgment may be.

The former Chief Executive Officer of DHI, Paul Green, commenced a legal action against DHI on March 9, 2000 in the Supreme Court of British Columbia (No. S001317) for wrongful dismissal and breach of contract. He is seeking, at a minimum, 18.39% of the outstanding shares of DHI, specific performance of his contract, special damages in an approximate amount of $30,000, aggravated and punitive damages, interest and costs. On June 1, 2000, DHI filed a Defence and Counterclaim against this individual claiming damages and special damages for breach of fiduciary duty and breach of his employment contract. The outcome of these legal actions is currently not determinable and as such the amount of loss, if any, resulting from this litigation is presently not determinable.

Registrant is not aware of any other pending or threatened material legal proceedings.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the quarter of the fiscal year covered by this report, (i) Registrant did not modify the instruments defining the rights of its shareholders, (ii) no rights of any shareholders were limited or qualified by any other class of securities, and (iii) Registrant did not sell any unregistered equity securities, except for the following:

Share Bonus - $0.69 per share

On October 3, 2006, the Registrant’s Chief Executive Office and the Chief Financial Officer each received 40,000 restricted shares of common stock in lieu of a cash bonus. The price of the shares was set at $0.69 per share. The Registrant relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S. Management is satisfied that the requirements of the exemption from the registration and prospectus delivery requirements of the Securities Act of 1933 have been fully complied with, which exemption is specified by the provisions of Section 4(2) of that Act and Regulation S promulgated pursuant to that Act by the Securities and Exchange Commission.
 
Page - 10


Item 3. Defaults Upon Senior Securities.

During the quarter of the fiscal year covered by this report, no material default has occurred with respect to any indebtedness of Registrant. Also, during this quarter, no material arrearage in the payment of dividends has occurred.

Item 4. Submission of Matters to a Vote of Security Holders.

No matter was submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the three months of the fiscal year covered by this report.

Item 5. Other Information.

During the quarter of the fiscal year covered by this report, Registrant reported all information that was required to be disclosed in a report on Form 8-K.

Item 6. Exhibits.

(A) Index to and Description of Exhibits.

 
EXHIBIT
 
 
DESCRIPTION
 
 
F-1
 
 
Financial Statements.
 
 
31
 
 
Section 302 Certification of Chief Executive Officer and Chief Financial Officer
 
 
32
 
 
Section 906 Certificate of Chief Executive Office and Chief Financial Officer
 



Page - 11


SIGNATURES

In accordance with the requirements of the Exchange Act, Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

COMMUNICATE.COM INC.



By:/s/ David M. Jeffs      
Name:  David M. Jeffs
Title: Director and CEO
Dated: November 14, 2006


By:/s/ J. Cameron Pan      
Name:  J. Cameron Pan
Title: CFO
Dated: November 14, 2006



Page - 12


 

Exhibit 31

 


Page - 13


CERTIFICATIONS
 
I, David M Jeffs, certify that:
 
 
1. I have reviewed this quarterly report on Form 10-QSB of Communicate.com Inc.;
 
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
 
4. The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
 
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
 
5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
 
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
 
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
 

Date: November 14, 2006

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

Page - 14


CERTIFICATIONS
 
I, J Cameron Pan, certify that:
 
1. I have reviewed this quarterly report on Form 10-QSB of Communicate.com Inc.;
 
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
 
4. The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
 
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
 
5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
 
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
 
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
 

Date: November 14, 2006

 
/s/ J Cameron Pan 
J Cameron Pan - CFO

Page - 15


 
 

Exhibit 32

 
 

 

Page - 16


 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
 
In connection with the Quarterly Report of Communicate.com Inc. (“Communicate”) on Form 10-QSB for the period ending September 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David M. Jeffs, President, Chief Executive Officer of Communicate and the sole member of the Board of Directors, certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:
 
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2) The information contained in the Report fairly represents, the financial condition and result of operations of Communicate.
 
 
 
/s/ David M. Jeffs
David M. Jeffs
Chief Executive Officer
 
 
November 14, 2006
 
 
Page - 17


 
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
 
 
In connection with the Quarterly Report of Communicate.com Inc. (“Communicate”) on Form 10-QSB for the period ending September 30s, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, J. Cameron Pan, Secretary, Treasurer, and Chief Financial Officer of Communicate, certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:
 
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2) The information contained in the Report fairly represents, the financial condition and result of operations of Communicate.
 
 
/s/ J. Cameron Pan
J. Cameron Pan
Chief Financial Officer
 
 
November 14, 2006
 


Page - 18


 


 

COMMUNICATE.COM INC.

 
INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006



(UNAUDITED)


 








Page - 19


COMMUNICATE.COM INC.


 
 
September 30,
2006 
 
 
December 31,
2005
 
 
 
(Unaudited) 
 
 
(Restated-Note 11)
 
 
ASSETS
             
CURRENT ASSETS
           
Cash and cash equivalents
$
1,674,983
 
$
1,735,887
 
Short-term investments
 
374,566
   
214,558
 
Accounts receivable
 
10,652
   
1,727
 
Prepaids
 
41,608
   
-
 
   
2,101,809
   
1,952,172
 
             
RESTRICTED CASH
 
20,000
   
20,000
 
PROPERTY AND EQUIPMENT, net of accumulated depreciation
 
48,553
   
52,640
 
INTANGIBLE ASSETS
 
1,602,792
   
1,539,678
 
 
$
3,773,154
 
$
3,564,490
 
             
             
LIABILITIES AND STOCKHOLDERS’ EQUITY
             
CURRENT LIABILITIES
           
Accounts payable and accrued liabilities
$
643,724
 
$
934,734
 
Loan payable
 
43,180
   
-
 
   
686,904
   
934,734
 
STOCKHOLDERS’ EQUITY
Capital stock
           
Authorized:
           
50,000,000 common shares, $0.001 par value
           
Issued and outstanding:
           
17,836,339 common shares (December 31, 2005 - 17,756,339)
 
8,846
   
8,766
 
Additional paid-in capital
 
3,611,290
   
3,543,156
 
Accumulated deficit
 
(533,886
)
 
(922,166
)
   
3,086,250
   
2,629,756
 
             
 
$
3,773,154
 
$
3,564,490
 
             


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


Page - 20


COMMUNICATE.COM INC.
(Unaudited)

 
 
 
 
 
 
   
 
   
 
 
   
Three months ended
September 30  
 
 
 
 
 
Nine months ended
September 30 
 
 
 
2006 
 
 
2005 
 
 
2006 
 
 
2005 
 
                         
SALES
                       
Domain name leasing and advertising
$
72,432
 
$
256,705
 
$
241,403
 
$
844,185
 
Domain names
 
500,000
   
-
   
623,800
   
-
 
eCommerce
 
1,555,396
   
760,954
   
4,358,228
   
2,201,855
 
Royalties
 
-
   
-
   
21,673
   
-
 
Total sales
 
2,127,828
   
1,017,659
   
5,245,104
   
3,046,040
 
COST OF SALES
                       
Domain names
 
125,112
   
-
   
191,012
   
-
 
eCommerce
 
1,238,542
   
602,648
   
3,565,272
   
1,821,507
 
Total cost of sales
 
1,363,654
   
602,648
   
3,756,284
   
1,821,507
 
                         
GROSS PROFIT
 
764,174
   
415,011
   
1,488,820
   
1,224,533
 
                         
EXPENSES
                       
Marketing
 
73,965
   
43,295
   
215,373
   
119,368
 
General and administrative
 
97,378
   
80,307
   
301,883
   
216,031
 
Management fees and salaries
 
221,939
   
217,750
   
789,010
   
614,896
 
Professional fees
 
29,423
   
24,404
   
64,532
   
56,092
 
Interest expense
 
1,214
   
-
   
3,414
   
-
 
Depreciation
 
3,790
   
3,113
   
11,756
   
7,711
 
   
427,709
   
368,869
   
1,385,968
   
1,014,098
 
                         
INCOME BEFORE OTHER ITEMS
 
336,465
   
46,142
   
102,852
   
210,435
 
NON-RECURRING INCOME (NOTE 9)
 
-
   
-
   
250,000
   
-
 
INTEREST INCOME
 
11,394
   
-
   
35,428
   
-
 
GAIN ON DEBT SETTLEMENT
 
-
   
52,788
   
-
   
69,000
 
NON-CONTROLLING INTEREST SHARE OF LOSS IN FT.COM
 
-
   
17,679
   
-
   
60,044
 
                         
NET INCOME
$
347,859
 
$
116,609
 
$
388,280
 
$
339,479
 
                         
                         
BASIC AND DILUTED EARNINGS PER SHARE:
$
0.02
 
$
0.01
 
$
0.02
 
$
0.02
 
                         
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC AND  DILUTED:
 
17,836,339
   
15,396,065
   
17,836,339
   
15,396,065
 


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



Page - 21



COMMUNICATE.COM INC.

(Unaudited)
   
Nine months
ended September 30, 2006
 
Nine months
ended September 30, 2005
 
           
CASH FLOWS FROM OPERATING ACTIVITIES
             
Net income
 
$
388,280
 
$
339,479
 
Adjustments to reconcile net income to net cash provided by operating activities
             
Non-controlling interest share of losses
   
-
   
(60,044
)
Cost of domain name sales (Note 10)
   
191,012
   
-
 
Termination of royalty agreements (Note 9)
   
(250,000
)
 
-
 
Interest charged to additional paid-in capital
   
3,414
   
-
 
Share issuance costs
   
64,800
   
-
 
Depreciation
   
11,756
   
7,711
 
Changes in operating assets and liabilities
             
Accounts receivable
   
(258,925
)
 
9,011
 
Prepaids
   
(41,608
)
 
-
 
Accounts payable and accrued liabilities
   
(291,010
)
 
(138,389
)
               
CASH PROVIDED BY OPERATING ACTIVITIES
   
67,719
   
157,768
 
               
CASH FLOWS FROM INVESTING ACTIVITIES
             
Purchase of available-for-sale securities
   
(160,008
)
 
-
 
Purchase of domain name
   
(4,126
)
 
-
 
Purchase of property and equipment
   
(7,669
)
 
(29,980
)
               
CASH USED IN INVESTING ACTIVITIES
   
(171,803
)
 
(29,980
)
               
CASH FLOWS FROM FINANCING ACTIVITIES
             
Proceeds from issuance of common stock
   
-
   
297,100
 
Loan proceeds
   
43,180
   
-
 
               
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
   
43,180
   
297,100
 
               
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
   
(60,904
)
 
424,888
 
               
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
   
1,735,887
   
1,064,928
 
               
CASH AND CASH EQUIVALENTS, END OF PERIOD
 
$
1,674,983
 
$
1,489,816
 
               
SUPPLEMENTAL CASH FLOW INFORMATION (Refer to Note 6)
             

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




Page - 22



COMMUNICATE.COM INC.
SEPTEMBER 30, 2006
(Unaudited)


NOTE 1 - NATURE OF OPERATIONS

The Company’s subsidiary Domain Holdings Inc. (“DHI”) owns a portfolio of generic domain names. DHI’s current business strategy is to develop or to seek partners to develop its domain names to include content, commerce and community applications. DHI has developed two websites that sell fragrance, beauty care and sporting goods products to North American consumers. DHI sells advertising services on its domains held for development and seeks to acquire other domains to complement its retail and advertising strategy. DHI has an in-house development team that develops its corporate and retailing websites.

Effective December 31, 2005, DHI reorganized by transferring certain domain name assets into its 100% owned subsidiary Acadia Management Corp. (“Acadia”), a British Columbia, Canada, company incorporated on December 1, 2005.

On October 1, 2003 the Company acquired a 71% controlling interest in FrequentTraveller.com Inc. (“FT”), a Nevada private company incorporated on October 29, 2002. FT is a full service travel agency that caters to Internet-based customers seeking tours and other travel services. As at December 31, 2005, the Company owns 50.4% of the outstanding shares of FT. (Refer to Note 3.)

Comparative figures
Certain comparative figures have been reclassified in order to conform to the current period’s financial statement presentation.
 
NOTE 2 - BASIS OF PRESENTATION 
 
The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim consolidated financial information and with the instructions to Form 10-QSB and Regulation S-B as promulgated by the Securities and Exchange Commission ("SEC"). Accordingly, these consolidated financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the period ended December 31, 2005. In the opinion of management, the unaudited interim consolidated financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.
 
The preparation of financial statements in accordance with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions that could have a material effect on the reported amounts of the Company's financial position and results of operations.
 
Operating results for the nine month period ended September 30, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006.

 
NOTE 3 - NON-CONTROLLING INTEREST

By agreement dated October 1, 2003, the Company acquired 350,000 common shares of FT, representing 71% of the outstanding shares of FT, in consideration for settlement of a $35,000 debt owing to the Company by FT for previous consulting work provided. Subsequent to October 1, 2003, FT issued 113,637 shares of its common stock to non-controlling interests for total proceeds of $50,000. In 2004, FT issued 350,000 shares to the Company in settlement of advances of $35,000 and issued 334,578 shares to non-controlling interests for total proceeds of $51,726. On November 16, 2004, FT declared a nine share for every one share stock dividend. Amounts realized with respect to gains on dilution have been restated and allocated to additional paid in capital (see Note 11).
 
Page - 23



COMMUNICATE.COM INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
(Unaudited)


NOTE 3 - NON-CONTROLLING INTEREST (continued)

On May 1, 2005, FT completed a private placement of common shares at $0.05 per common share and raised $147,100 of which $50,000 was invested by the Company. FT issued 1,000,000 common shares to the Company and 1,942,000 to non-controlling interests. The monies were used to recapitalize FT and for working capital purposes. The Company recorded a non-controlling interest share of loss in FT of $68,588 in 2005. As of September 30, 2006, FT has 15,878,690 common shares issued and outstanding of which the Company owns 8,000,000 common shares representing 50.4% of FT’s issued and outstanding common shares.

On May 5, 2005, DHI entered into an agreement with FT whereby FT would have the right to sell travel products on Brazil.com, Indonesia.com, Malaysia.com, Canadian.com and GreatBritain.com by agreeing to pay at least a minimum royalty commencing 2006 of $150,000 per annum. The royalty, which is 5% on the first $20 million in revenue and decreases by 1% on every subsequent $20 million to a minimum of 1% on annual sales greater than $80 million, is based on sales of travel products by FT. DHI retains the rights to sell other services, including advertising, on the websites. Beginning in 2007, DHI will earn a minimum annual royalty of $150,000 from FT. The agreement expires on December 31, 2010 and may be extended by FT in increments of 5 years thereafter with the minimum annual royalty recalculated based on the average from the previous 5-year period.

On July 19, 2005, FT filed a Form SB-2 registration statement with the U.S, Securities and Exchange Commission offering up to 4,000,000 common shares at a price of $0.50 per common share. The monies to be raised are intended for development of FT’s business, including call center operations, technology investment and working capital. The Company is not obligated to undertake any portion of the offering, and if the maximum offering is sold by FT the Company’s interest in FT will decrease from 50.4% to 40%. While the registration process is continuing, the Company cannot estimate when, or if, the Form SB-2 filed by FT will become effective and whether the offering will be sold by FT.

NOTE 4 - RELATED PARTY TRANSACTIONS

During the quarter ended March 31 2006, consulting fees totalling $54,188 (2005 - $51,000) were incurred and paid to the two officers of the Company.

During the quarter ended June 30, 2006, consulting fees totalling $55,188 (2005 - $51,000) were incurred and paid to the two officers of the Company. Also, performance bonuses totalling $100,000 were accrued.

During the quarter ended September 30, 2006, consulting fees totalling $57,188 (2005 - $51,000) were incurred and paid to the two officers of the Company. Of the $50,000 performance bonuses accrued to each of the officers at June 30, 2006, the Company paid to each of the officers cash of $22,400 and 40,000 restricted common shares with a deemed value of $0.69 per common share which at the time of issuance had a fair value of $0.81 per common share. Accordingly, a fair value increment adjustment of $9,600 was recorded as additional consulting fees.

NOTE 5 - INCOME TAXES

The Company’s subsidiaries, DHI and Acadia are subject to federal and provincial taxes in Canada and the Company and its subsidiary FT are subject to United States federal and state taxes.

As at December 31, 2005, the Company and its subsidiaries have net operating loss carryforwards of approximately $2,430,000 that result in deferred tax assets. These loss carryforwards will expire, if not utilized, through 2025 with the majority expiring by 2006. The Company’s subsidiary DHI also has approximately $1,610,000 in undepreciated capital costs relating to property and equipment that have not been amortized for tax purposes. The Company’s subsidiary Acadia also has approximately $1,800,000 in undepreciated capital costs relating to intangible assets that have not been amortized for tax purposes. These costs may be amortized in future years as necessary to reduce taxable income. Management believes that the realization of the benefits from these deferred tax assets is uncertain and. accordingly, a full deferred tax asset valuation allowance has been provided and no deferred tax asset benefit has been recorded. 

Page - 24



COMMUNICATE.COM INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
(Unaudited)


NOTE 6 - SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

 
   
Nine months ended
September 30, 2006
(Unaudited) 
   
Nine months ended
September 30, 2005
(Unaudited)
 
Cash paid during the period for:
             
Interest
 
$
-
 
$
-
 
Income taxes
 
$
-
 
$
-
 


NOTE 7 - SEGMENTED INFORMATION

The Company’s eCommerce operations are conducted in three business segments, Domain Sales, Leasing and Advertising, eCommerce Products and eCommerce Services. Revenues, operating profits and net identifiable assets by business segments are as follows:

For the nine months ended September 30, 2006
 
 
 
Domain Sales, Advertising and
Royalty 
 
 
eCommerce
Products
 
 
eCommerce
Services
 
 
Total
 
   
$ 
 
 
$
   
$ 
 
 
$
 
Revenue
 
886,876
   
3,960,228
   
398,000
   
5,245,104
 
Segment Profit (Loss)
 
385,865
   
(125,384
)
 
(157,629
)
 
102,852
 
                         
As at September 30, 2006
     
$
$
       
$
$
 
Total Assets
 
1,347,126
   
2,357,606
   
68,422
   
3,773,154
 
Intangible Assets
 
1,347,126
   
252,366
   
3,300
   
1,602,792
 

The reconciliation of the segment profit to net income as reported in the financial statements is as follows:

 
Nine months ended
September 30, 2006 
 
Segment Profit
$
102,852
 
Non-Recurring Income
 
250,000
 
Interest Income
 
35,428
 
Non-Controlling Interest
 
-
 
Net Income
$
388,280
 

NOTE 8 - CONTINGENCIES

The former Chief Executive Officer of DHI commenced a legal action against DHI on March 9, 2000 for wrongful dismissal and breach of contract. He is seeking, at a minimum, 18.39% of the outstanding shares of DHI, specific performance of his contract, special damages in an approximate amount of $30,000, aggravated and punitive damages, interest and costs. On June 1, 2000, Communicate.com filed a Defence and Counterclaim against this individual claiming damages and special damages for breach of fiduciary duty and breach of his employment contract. The outcome of these legal actions is currently not determinable and as such the amount of loss, if any, resulting from this litigation is presently not determinable.

NOTE 9 - ROYALTY SETTLEMENT
 
Pursuant to agreements entered into on July 3, 2003 with Manhattan Assets Corp., DHI sold automobile.com, call.com, exercise.com and makeup.com for $1 million and retained a perpetual royalty right to the domain names. The royalty is calculated and payable monthly as the greater of 5% of net revenues arising from the sale of products and services marketed on webpages.
 
Page - 25

 
COMMUNICATE.COM INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
(Unaudited)

NOTE 9 - ROYALTY SETTLEMENT(continued) 

hosted on the domain names, or $2,500, commencing 2006. During the first quarter of 2006, DHI received royalty payments of $21,673 in aggregate. During the second quarter in 2006, Manhattan Assets and DHI agreed to settle all future royalty obligations in exchange for the return of call.com which has been recorded at its estimated fair value of $250,000 resulting in non-recurring income of $250,000.

NOTE 10 - DOMAIN NAME SALE
 
On August 11, 2006, DHI completed the sale and transfer of a sports domain name with a cost of $125,112 to an arms-length party for cash proceeds of $500,000.

NOTE 11 - RESTATEMENTS
 
The Company has restated its consolidated financial statements for the year ended December 31, 2005 and 2004. The Company is restating the financial statements to reverse the dilution gains in FT booked in 2004 and 2005 totalling $40,836 and to record these as additional paid in capital. The Company has also revised the fair value of stock issued by FT in 2004 for management fees resulting in an increase in management fees of $40,000.

 
   
December 31, 2005
As Reported
$ 
 
 
Adjustment
$
 
 
December 31, 2005
As Restated
$
 
                     
Balance Sheet
                   
Additional paid-in capital
   
3,445,751
   
97,405
   
3,543,156
 
Accumulated deficit
   
(824,761
)
 
(97,405
)
 
(922,166
)
                     

 
   
Year Ended
December 31, 2005
As Reported
$ 
 
 
Adjustment
$
 
 
Year Ended
December 31, 2005
As Restated
$
 
                     
Statement of Operations
                   
General and administrative
   
(332,350
)
 
1,547
   
(330,803
)
Non-controlling interest share of loss in FT.com
   
68,617
   
(29
)
 
68,588
 
Dilution gain in FT.com
   
28,483
   
(28,483
)
 
--
 
                     
Net income for the year
   
373,940
   
(26,965
)
 
346,975
 
Accumulated deficit - beginning
   
(1,198,701
)
 
(70,440
)
 
(1,269,141
)
Accumulated deficit - ending
   
(824,761
)
 
(97,405
)
 
(922,166
)

There was no change to the basic and diluted net earnings per share resulting from the restatement.


Page - 26