UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549


                                   FORM 10-KSB


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

     For the fiscal year ended: DECEMBER 31, 2003

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

     For the transition period from________________ to ________________


                                  649.COM INC.
           ----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Texas                          0-30381               760495640
--------------------------------      -----------------      -------------------
(State or other jurisdiction of        (Commission File         (IRS Employer
incorporation or organization)              Number)          Identification No.)


     Suite 212, 1166 Alberni Street                               V6E 3Z3
   Vancouver, British Columbia, Canada
------------------------------------------                     ---------------
 (Address of principal executive offices)                        (Zip Code)


Issuer's telephone number                                       (604) 648-2090
(including area code)


     Suite 505, 1166 Alberni Street                                V6E 3Z3
   Vancouver, British Columbia, Canada
------------------------------------------                     ---------------
 (Address of principal executive offices)                        (Zip Code)
 (Former name, former address and former
fiscal year, if changed since last report)


Securities registered pursuant to Section 12(b) of the Act:     None

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


<PAGE>
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 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.

Yes  [X]     No   [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
or Regulation S-B is not contained herein, and no disclosure will be contained,
to the best of the 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.  [ ]

State issuer's revenues for most recent fiscal year.  $0.00

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.

March 30, 2004 - $0.005.  There are 29,000,000 shares of voting common stock of
the Company held by affiliates.


REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

                                 Not applicable.


                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant's classes of
common equity, as of the latest practicable date:

March 30, 2004 - 47,520,650 Common Shares


                       DOCUMENTS INCORPORATED BY REFERENCE

A description of "Documents Incorporated by Reference" is contained in Item 13
of this Report.

Transitional Small Business Disclosure Format     Yes  [X]     No   [_]


<PAGE>
<TABLE>
<CAPTION>
                                  649.COM INC.

                                   FORM 10-KSB
                                TABLE OF CONTENTS

<S>       <C>                                                              <C>
Item 1.   DESCRIPTION OF BUSINESS . . . . . . . . . . . . . . . . . . . . .  1

Item 2.   DESCRIPTION OF PROPERTY . . . . . . . . . . . . . . . . . . . . .  2

Item 3.   LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . .  2

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . . .  2

Item 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS  . . . .  3

Item 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION . . . .  4

Item 7.   FINANCIAL STATEMENTS  . . . . . . . . . . . . . . . . . . . . .  F-1

Item 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE  . . . . . . . . . . . . . . . . . . . . . .  6

Item 8a.  CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . . . .  6

Item 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT . . . . . . . .  6

Item 10.  EXECUTIVE COMPENSATION  . . . . . . . . . . . . . . . . . . . . .  8

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT  .  9

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS  . . . . . . . . . 10

Item 13.  INDEX TO EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . 10

Item 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES  . . . . . . . . . . . . . 11
</TABLE>


<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-K under "Item 1. Business", "Item 2.
Properties", "Item 3. Legal Proceedings", and "Item 7. Management's Discussions
and Analysis of Financial Condition and Results of Operations" and elsewhere
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "Reform Act"). Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
649.com Inc., a company organized under the laws of Texas (the "Company"), to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: general economic and business conditions;
competition; success of operating initiatives; our ability to raise capital and
the terms thereof; changes in business strategy or development plans; future
rental revenues; the continuity, experience and quality of our management;
changes in or failure to comply with government regulations or the lack of
government authorization to continue our projects; and other factors referenced
in the Form 10-K.

The use in this Form 10-K of such words as "believes", "plans", "anticipates",
"expects", "intends", and similar expressions are intended to identify
forward-looking statements, but are not the exclusive means of identifying such
statements. The success of 649.com Inc. is dependent on our efforts, the
employees and many other factors including, primarily, our ability to raise
additional capital

We caution readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date made.  Such forward-looking
statements are based on the beliefs and estimates of our management as well as
on assumptions made by and information currently available to us at the time
such statements were made.  Forward looking statements are subject to a variety
of risks and uncertainties which could cause actual events or results to differ
from those reflected in the forward looking statements, including, without
limitation, the failure to obtain adequate financing on a timely basis and other
risks and uncertainties. Actual results could differ materially from those
projected in the forward-looking statements, either as a result of the matters
set forth or incorporated in this Report generally and certain economic and
business factors, some of which may be beyond our control.

These factors include, among others, the risk factors discussed in the section
entitled "risk factors." We disclaim any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events.


                                     PART 1

ITEM 1.   DESCRIPTION OF BUSINESS

GENERAL INFORMATION

We were incorporated in Texas on March 1, 1996 under the name Market Formulation
and Research Corp., for the purpose of providing market formulation and research
services. From 1996 until 1999, we engaged in the activity of locating potential
merger  and  acquisition  candidates,  and  thus  had  no  material  operations.

On May 12, 1999, in contemplation of acquiring 649.com, Inc., an Alberta, Canada
corporation  ("649-Canada"),  we changed our name to 649.com, Inc.  Effective on
September  15,  1999,  we  acquired  all of 649-Canada in a business combination
described  as a "reverse acquisition." As we had no material operations prior to
the acquisition, the acquisition has been treated for accounting purposes as the
acquisition  of  649  (the  Registrant)  by  649-Canada.

BUSINESS DEVELOPMENT

We operate as an on-line gaming software marketing company who have developed a
proprietary instant on-line Lottery software program that we intend to license
to legally operated lottery organizations which are typically


                                      -1-
<PAGE>
land based Government operated agencies. The game which is played on-line is
similar to the well-known land based Lottery game known as "PowerBall" in the
USA and 'lotto 649' in Canada, the United Kingdom, Spain, France, Holland and
Germany.

Revenue will be earned from the sale of licenses and from royalty fees generated
from the gross revenue of the Licensee's Lottery operation.

649.com expects to sell a License to operate an on-line Lottery game for
approximately $250,000 and expects to earn an on going royalty fee of 5% of the
licensees' ticket sales.  We do not propose to sell a License to any company
that is not operating under government license or in a jurisdiction that allows
on-line gaming. We propose to sell Licenses to government lottery agencies
around the world and to foreign-based corporations in jurisdictions that support
Internet gaming including Australia, England, South Africa, Isle of Man,
Liechtenstein, St Kitts and others.

We entered into an Agreement with Syntec Software on 15th July, 2002 whereby
Syntec agreed to update and redevelop the 649.com software program game client
interface in flash and to provide a full management suite and tracking system as
well as the integration of a cashier system. Syntec also agreed to move the
database from Oracle and create a database in MYSQL.

Under the terms of the Agreement, Syntec had undertaken to complete the play for
fun model by December 30th 2002 and the pay-for-play model by April 2003. Syntec
has completed both models, which are ready for launch.

We have requested Syntec Software to further develop a new software program,
similar to a conventional lottery game, which will enable a land based lottery
organization to sell millions of tickets on-line, for a specific draw date, as
an alternative to the instant draw.

In October 2003, we amended our original Agreement with Syntec who agreed to
waive the fees for the period dating February 1st to October 1st 2003 and not
charge any additional fees, until such time that the software had been launched.

We have requested J. Alexander Securities to act as a market maker for 649.com.
J. Alexander Securities have filed a 15(c)2(11) with the National Association of
Securities Dealers (NASD).


ITEM 2.   DESCRIPTION OF PROPERTY

At present, in order to reduce overhead expenses, 649.com does not maintain a
physical office in the United States. Our current administrative facility is
made available pursuant to a verbal agreement with one of our shareholders for
office space located at Suite 212, 1166 Alberni Street, Vancouver, British
Columbia, Canada. The monthly rental rate, which includes administrative costs,
office rent, and related utility charges, is currently $500 per month.


ITEM 3.   LEGAL PROCEEDINGS

We may from time to time be involved in various claims, lawsuits, disputes with
third parties, actions involving allegations of discrimination, or breach of
contract actions incidental to the operation of its' business.  We are not
currently involved in any such litigation which we believe could have a
materially adverse effect on our financial condition or results of operations.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of 2003.


                                      -2-
<PAGE>
                                     PART 11

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

We currently trade on the Pink Sheets under the symbol ABET.PK.  On June 23rd
1998, our common stock began trading on the Bulletin Board under the trading
symbol MFRC. In conjunction with the acquisition of 649, effective on May 27th
1999, our trading symbol was changed to ABET. Since February 10th 2000, our
common stock was relegated to the NASD-Pink Sheets for failure to file financial
statements in time.  The high and low bid price of 649's common stock, as quoted
on the Pink Sheets, is listed below.

There is no "established trading market" for shares of our common stock.  As of
February 10th 2000, the common stock was quoted on the Pink Sheets operated by
the National Association of Securities Dealers, Inc. under the symbol "ABET.PK".
No assurance can be given that any "established trading market" for the common
stock will develop or be maintained.

The range of high and low closing bid quotations for our common stock during
each quarter of the calendar year ended December 31 2003 is shown below, as
quoted by Yahoo!(R) Finance.  Prices are inter-dealer quotations, without retail
mark-up, markdown or commissions and may not represent actual transactions.

<TABLE>
<CAPTION>
                        QUARTER ENDING  HIGH BID   LOW BID
                        ----------------------------------
<S>                                     <C>        <C>
                        March 2002      $    0.02  $   0.00
                        June 2002       $    0.02  $   0.01
                        September 2002  $    0.01  $   0.00
                        December 2002   $    0.02  $   0.00
                        March 2003      $    0.01  $   0.01
                        June 2003       $    0.00  $   0.00
                        September 2003  $    0.00  $   0.00
                        December 2003   $    0.01  $   0.00
</TABLE>

The future sale of our presently outstanding "unregistered" and "restricted"
common stock by present members of management and persons who own more than five
percent of our outstanding voting securities may have an adverse effect on any
"established trading market" that may develop in the shares of our common stock.

We have requested J. Alexander Securities to act as a market maker for 649.com.
J. Alexander Securities have filed a 15(c)2(11) with the National Association of
Securities Dealers (NASD).

HOLDERS

As of December 31, 2003 we had 119 shareholders of record of common stock,
including shares held by brokerage clearing houses, depositories or otherwise in
unregistered form.  We do not know the beneficial owners of such shares.

DIVIDENDS

We have not declared any cash dividends with respect to our common stock and do
not intend to declare dividends in the foreseeable future. There are no material
restrictions or limiting that are likely to limit the Company's ability to pay
dividends in its common stock.


                                      -3-
<PAGE>
RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information related to the securities we sold during the last
three fiscal years ended December 31st 2003, without registration under the
Securities Act of 1933, as amended.

<TABLE>
<CAPTION>
------------------------------------------------------------------------
Name       Date Acquired       Number of Shares         Aggregate
                                                      Consideration
------------------------------------------------------------------------
<S>        <C>                 <C>                    <C>
NIL
------------------------------------------------------------------------

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

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

------------------------------------------------------------------------
</TABLE>


ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT
OF OPERATIONS

You should read the following discussion and analysis in conjunction with the
audited consolidated financial statements and notes thereto appearing elsewhere
in this annual report on Form 10-KSB.

OVERVIEW

The audited consolidated financial statements at December 31, 2003 have been
prepared assuming we will continue as a going concern.  Since inception, we have
suffered recurring losses, net cash outflows from operations and, at December 31
2003, has a working capital deficiency of $615,780.  We expect to continue to
incur substantial losses in its efforts to establish a new business.  Since its
inception, we have funded operations through common stock issuances and related
party loans in order to meet its strategic objectives.  Management believes that
sufficient funding will be available to continue operations but is currently
evaluating financing options.  However, there can be no assurance that we will
be able to obtain sufficient funds to continue with its efforts to establish a
new business.  As a result of the foregoing, there exists substantial doubt
about our ability to continue as a going concern.  The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

PLAN OF OPERATIONS

The following discussion contains certain forward-looking statements that are
subject to business and economic risks and uncertainties, and our actual results
could differ materially from those forward-looking statements. The following
discussion regarding our financial statements should be read in conjunction with
the financial statements and notes thereto.

Our prior full fiscal years ending December 31 2003 and 2002 are not indicative
of our current business plan and operations. During the years ended December 31
2003 and 2002, we had no revenue and was in its development stages.

We do not currently generate any revenue from operations and does not expect to
report any revenue from operations at least until after the sale of a license.
Even after the sale of a license, there can be no assurance that we will
generate positive cash flow and there can be no assurances as to the level of
revenues, if any, that we may actually achieve from the on-line lottery game.
However, management has the expertise to market the Lottery licenses and expects
to sell one or more license within six months of being reinstated on the OTC.BB.
Each License will be sold for approximately $250,000 and will also generate an
ongoing royalty fee of 5% of tickets sold by the Licensee. We also expect to
earn revenue from selling banner advertising on our web site as soon as the
software program has been launched, although with the decrease in advertising
rates and the lack of advertisers, we may find difficulty in generating any
significant revenue from this source. We will also earn revenue from sending
players to other gaming sites. This is typically achieved through an affiliate
program that is offered by a gaming site who would pay as much as $100 per
referral.


                                      -4-
<PAGE>
RESULTS OF OPERATIONS

TWELVE MONTHS ENDED DECEMBER 31, 2003 AND TWELVE MONTHS ENDED DECEMBER 31, 2002

Revenue:  We had no revenue for the twelve months ended December 31, 2003 nor
for the twelve months ended December 31, 2002.

General and Administrative Operating Expenses:  Our operating expenses were
$256,000 for the period ending December 31st 2003, compared to $208,000 in
fiscal 2002, an increase of $48,000.  These expenses were mainly attributed to
consulting fees of $100,000 in fiscal 2003 as compared to $40,000 in fiscal
2002.  These consulting fees were for technical support, beta testing,
maintenance and upgrades for the website.  $90,000 was forgiven and treated as
donated capital.  Also, we incurred Internet and web hosting fees of $45,000 in
fiscal 2003 as compared to $40,000 in fiscal 2002.  $45,000 was forgiven and
treated as donated capital.

LIQUIDITY AND CAPITAL RESOURCES

Our cash position decreased to $81 on December 31 2003 from $2,452 on December
31 2002.  The cash was used to fund the operating activities during the year.

The working capital deficit at December 31 2003 is $615,780 as compared to
$556,819 at December 31 2002.

Our primary source of funds since incorporation has been through the issue of
its common stock and loans to us by certain shareholders and other non-related
parties.

CRITICAL ACCOUNTING POLICIES

The discussions and analysis of our financial condition and results of
operations, including the discussion on liquidity and capital resources, are
based upon the financial statements, which have been prepared in accordance with
US GAAP. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities.  On an ongoing basis, management re-evaluates its estimates and
judgments, particularly those related to the determination of the impairment of
its intangible assets. Actual results could differ from the estimates. We
believe the following are the critical accounting policies used in the
preparation of the consolidated financial statements.

The  continuation  of  our  business  is dependent upon the continuing financial
support  of  creditors  and  stockholders and obtaining long-term financing, the
completion  of product development and achieving profitability. These conditions
raise  substantial  doubt  about our ability to continue as a going concern. The
financial  statements  do not include any adjustments that might arise from this
uncertainty.

In January 2002, the Financial Accounting Standards Board issued SFAS No. 142
"Goodwill and Other Intangible Assets".  Under SFAS No. 142, goodwill and
indefinite life intangible assets are no longer amortized.  Separate intangible
assets that are not deemed to have indefinite life will continue to be amortized
over their useful lives.  SFAS No. 142 also establishes a new method of testing
goodwill and other intangible assets for impairment on an annual basis or on an
interim basis if an event occurs or circumstances change that would reduce the
fair value of that goodwill or other intangible asset below its carrying value.
The non-amortization provision of SFAS No. 142 applying to goodwill and other
tangible assets acquired has been adopted at January 1, 2002.


                                      -5-
<PAGE>
ITEM 7.   FINANCIAL STATEMENTS

MANNING ELLIOTT        |  11th floor, 1050 West Pender Street,
CHARTERED ACCOUNTANTS  |  Vancouver BC, Canada V6E 3S7  Phone: 604.714.3600
                       |  Fax: 604.714.3669  Web: manningelliott.com


                          Independent Auditors' Report
                          ----------------------------

To the Stockholders and Board of Directors
of 649.com, Inc.
(A Development Stage Company)

We have audited the accompanying consolidated balance sheets of 649.com, Inc. (A
Development Stage Company) as of December 31, 2003 and 2002 and the related
consolidated statements of operations, stockholders' equity and cash flows for
the period from June 13, 1990 (Date of Inception) to December 31, 2003 and the
years ended December 31, 2003 and 2002. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

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

In our opinion, the aforementioned consolidated financial statements present
fairly, in all material respects, the financial position of 649.com, Inc. (A
Development Stage Company), as of December 31, 2003 and 2002, and the results of
its operations and its cash flows for the period from June 13, 1990 (Date of
Inception) to December 31, 2003 and the years ended December 31, 2003 and 2002,
in conformity with generally accepted accounting principles used in the United
States of America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has losses from operations since
inception, no source of revenues and insufficient working capital to meet
purchase/option obligations. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also discussed in Note 1. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


CHARTERED ACCOUNTANTS

Vancouver, Canada

March 25, 2004


                                       F-1
<PAGE>
<TABLE>
<CAPTION>
649.com, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
(U.S. Dollars)


                                                                                 December 31,
                                                                              2003          2002
                                                                               $             $
----------------------------------------------------------------------------------------------------
<S>                                                                       <C>           <C>
ASSETS

Current Assets

  Cash                                                                             81         2,452
  Prepaid expenses                                                                 19             -
----------------------------------------------------------------------------------------------------

Total Assets                                                                      100         2,452
====================================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

  Accounts payable (Note 3)                                                   184,224       123,674
  Accrued liabilities                                                           2,000         6,000
  Due to stockholders (Note 4)                                                  8,242         8,242
  Due to non-related parties (Note 5)                                         421,414       421,355
----------------------------------------------------------------------------------------------------

Total Current Liabilities                                                     615,880       559,271
----------------------------------------------------------------------------------------------------

Stockholders' Deficit

Common Stock: 50,000,000 common shares authorized with a par value
of $0.001; 47,520,650 shares issued and outstanding respectively (Note
6)                                                                             47,521        47,521

Preferred Stock, 5,000,000 shares authorized with a par value of $0.001             -             -

Additional Paid-in Capital                                                  1,530,557     1,530,557

Donated Capital (Notes 3, 4 and 5)                                            416,167       218,302

Deficit Accumulated During the Development Stage                           (2,610,025)   (2,353,199)
----------------------------------------------------------------------------------------------------

Total Stockholders' Deficit                                                  (615,780)     (556,819)
----------------------------------------------------------------------------------------------------

Total Stockholders' Liabilities and Deficit                                       100         2,452
====================================================================================================
<FN>
Contingent Liability (Note 4)
</TABLE>


    The accompanying notes are an integral part of these financial statements
                                       F-2
<PAGE>
<TABLE>
<CAPTION>
649.com, Inc.
(A Development Stage Company)
Consolidated Statements of Operations
(U.S. Dollars)


                                                                               Accumulated from
                                                                                June 13, 1990
                                               Year Ended      Year Ended    (Date of Inception)
                                              December 31,    December 31,     to December 31,
                                                  2003            2002               2003
                                                   $               $                  $

<S>                                          <C>             <C>             <C>
Revenue                                                  -               -                45,500
-------------------------------------------------------------------------------------------------

Expenses

  Accounts payable written-off                           -               -               (83,512)
  Consulting fees (Note 3(a))                      100,000          40,000               140,000
  Depreciation and amortization                          -               -                 4,111
  Equipment software written-off                         -               -                54,188
  General and administrative                        48,961          45,735               579,099
  Imputed interest                                  62,865          75,148               281,167
  Internet and web hosting fees (Note 3(b))         45,000          40,000                85,000
  Prepaid expenses written-off                           -               -                36,000
  Research and development                               -           7,200               124,650
  Stock-based compensation                               -               -             1,434,822
-------------------------------------------------------------------------------------------------

Total Expenses                                     256,826         208,083             2,655,525
-------------------------------------------------------------------------------------------------

Net Loss for the Year                             (256,826)       (208,083)           (2,610,025)
=================================================================================================

Basic loss per share                                 (0.01)          (0.01)
=================================================================================================

Weighted average number of common
shares outstanding                              47,521,000      22,146,000
=================================================================================================
<FN>

(Diluted loss per share has not been presented as the result is anti-dilutive)
</TABLE>


    The accompanying notes are an integral part of these financial statements
                                       F-3
<PAGE>
<TABLE>
<CAPTION>
649.com, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(U.S. Dollars)


                                                                                                      Accumulated from
                                                                                                       June 13, 1990
                                                                      Year Ended      Year Ended    (Date of Inception)
                                                                     December 31,    December 31,     to December 31,
                                                                         2003            2002               2003
                                                                          $               $                  $
------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>             <C>             <C>
Cash Flows To Operating Activities

Net loss                                                                 (256,826)       (208,083)           (2,610,025)

  Adjustments to reconcile net loss to cash

    Stock-based compensation                                                    -               -             1,434,822
    Depreciation and amortization                                               -               -                 4,111
    Imputed interest                                                       62,865          75,148               281,167
    Write off of accounts payable                                               -               -               (83,512)
    Write off of assets                                                         -               -                90,188
    Proceeds of equipment and software for consulting services                  -               -                 3,838
    Shares issued for domain name                                               -               -                25,000
    Donated consulting services                                           135,000               -               135,000

  Changes in non-cash working capital items

    Increase in prepaid expenses and other current assets                     (19)              -               (26,019)
    Increase in accounts payable and accrued liabilities                   56,550         106,000              (269,736)
------------------------------------------------------------------------------------------------------------------------

Net Cash Used In Operating Activities                                      (2,430)        (26,935)             (475,694)
========================================================================================================================

Cash Flows From Financing Activities

  Common stock issued for cash                                                  -               -               239,000
  Advances                                                                     59          29,346               299,366
------------------------------------------------------------------------------------------------------------------------

Net Cash Provided By Financing Activities                                      59          29,346               538,366
------------------------------------------------------------------------------------------------------------------------

Cash Flows To Investing Activities

  Acquisition of equipment and software                                         -               -               (55,295)
  Cash acquired in acquisition                                                  -               -                (7,296)
------------------------------------------------------------------------------------------------------------------------

Net Cash Used in Investing Activities                                           -               -               (62,591)
------------------------------------------------------------------------------------------------------------------------

Increase (Decrease) in Cash                                                (2,371)          2,411                    81

Cash - Beginning of Period                                                  2,452              41                     -
========================================================================================================================

Cash - End of Period                                                           81           2,452                    81
========================================================================================================================

Non-Cash Financing Activities

  During the year ended December 31, 1999, the Company issued
  6,500,000 shares of its common stock, acquired assets of
  $155,722, and assumed liabilities of $276,155 in connection with
  its acquisition of 649.com, Inc.                                              -               -              (220,383)

  Shares issued for stock compensation to officers                              -               -             1,434,822
  Shares issued for domain name                                                 -               -                25,000
  Shares issued for settlement of debt                                                     98,600                98,600
========================================================================================================================

Supplemental Disclosures

  Interest paid                                                                 -               -                     -
  Income taxes paid                                                             -               -                     -
========================================================================================================================
</TABLE>


    The accompanying notes are an integral part of these financial statements
                                       F-4
<PAGE>
<TABLE>
<CAPTION>
649.com, Inc.
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity
From June 13, 1990 (Date of Inception) to December 31, 2003
(U.S. Dollars)


                                                        Common Stock
                                                    -------------------                             Deficit
                                                                                                  Accumulated
                                                                          Additional              During the
                                                                           Paid-in     Donated    Development
                                                      Shares    Amount     Capital     Capital       Stage         Total
                                                        #          $          $           $            $             $
<S>                                                 <C>         <C>      <C>           <C>       <C>            <C>
Balance - June 13, 1990 (Date of Inception)                  -        -            -          -             -             -

Shares issued for organizational costs                  69,265       69          970          -             -         1,039

Net loss for the period ended December 31, 1991
through 1995                                                 -        -            -          -        (1,000)       (1,000)
----------------------------------------------------------------------------------------------------------------------------
December 31, 1995                                       69,265       69          970          -        (1,000)           39

Shares issued for cash                                  17,665       18       26,482          -             -        26,500

Net loss for the year                                        -        -            -          -       (21,569)      (21,569)
----------------------------------------------------------------------------------------------------------------------------
Balance - December 31, 1996                             86,930       87       27,452          -       (22,569)        4,970

Shares issued for cash                                  66,670       67        9,933          -             -        10,000

Net loss for the year                                        -        -            -          -       (12,218)      (12,218)
----------------------------------------------------------------------------------------------------------------------------
Balance - December 31, 1997                            153,600      154       37,385          -       (34,787)        2,752

Shares issued for cash                                 200,000      200       29,800          -             -        30,000

Shares issued for cash                                  76,665       77       11,423          -             -        11,500

Rounding of fractional shares                           23,525       23          (23)         -             -             -

Net loss for the year                                        -        -            -          -       (42,535)      (42,535)
----------------------------------------------------------------------------------------------------------------------------
Balance - December 31, 1998                            453,790      454       78,585          -       (77,322)        1,717

Shares issued for professional services                221,860      222       44,150          -             -        44,372

Shares issued to officers for services                  50,000       50        5,200          -             -         5,250

Shares issued for cash and compensation             10,000,000   10,000      990,000          -             -     1,000,000

Stock options and common stock earned by officers            -        -      391,250          -             -       391,250

Shares issued in connection with acquisition         6,500,000    6,500       (6,500)         -             -             -

Other reduction in connection with acquisition               -        -     (220,383)         -             -      (220,383)

Shares issued for cash                                 300,000      300      149,700          -             -       150,000

Net loss for the year                                        -        -            -          -    (1,648,552)   (1,648,552)
----------------------------------------------------------------------------------------------------------------------------
Balance - December 31, 1999                         17,525,650   17,526    1,432,002          -    (1,725,874)     (276,346)

Shares issued to officers for services                 495,000      495        4,455          -             -         4,950

Imputed interest                                             -        -            -     67,774             -        67,774

Net loss for the year                                        -        -            -                 (341,959)     (341,959)
----------------------------------------------------------------------------------------------------------------------------
Balance - December 31, 2000                         18,020,650   18,021    1,436,457     67,774    (2,067,833)     (545,581)

Shares issued for acquisition of domain name           500,000      500       24,500          -             -        25,000

Imputed interest                                             -        -            -     75,380             -        75,380

Net loss for the year                                        -        -            -          -       (77,283)      (77,283)
----------------------------------------------------------------------------------------------------------------------------
Balance - December 31, 2001                         18,520,650   18,521    1,460,957    143,154    (2,145,116)     (522,484)

Shares issued to settle debt (Note 4)               29,000,000   29,000       69,600                        -        98,600

Imputed interest                                             -        -            -     75,148             -        75,148

Net loss for the year                                        -        -            -          -      (208,083)     (208,083)
----------------------------------------------------------------------------------------------------------------------------
Balance - December 31, 2002                         47,520,650   47,521    1,530,557    218,302    (2,353,199)     (556,819)

Imputed interest                                             -        -            -     62,865             -        62,865

Consulting services                                          -        -            -    135,000             -       135,000

Net loss for the year                                        -        -            -                 (256,826)     (256,826)
============================================================================================================================

Balance - December 31, 2003                         47,520,650   47,521    1,530,557    416,187    (2,610,025)     (615,780)
============================================================================================================================
</TABLE>


    The accompanying notes are an integral part of these financial statements
                                       F-5
<PAGE>
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(U.S. dollars)


1.   Nature  of  Operations  and  Continuance  of  Business

     649.com,  Inc. (a Development Stage Company) (the "Company") was originally
     incorporated  under  the  laws of the State of Texas on March 1, 1996 under
     the  name  Market  Formulation  and  Research  Corp.,  for  the  purpose of
     providing  market  formulation  and  research services. On May 12, 1999, we
     amended  our  articles of incorporation, changed our name to 649.com, Inc.,
     and  effected  a  5-for-1  forward  stock  split.

     On  September  15,  1999,  we  entered  into  a  Plan of Reorganization and
     Acquisition  (the  "Acquisition  Agreement")  with 649.com, Inc., a private
     company  based  in  Alberta,  Canada  ("649").  Under  the  terms  of  the
     Acquisition  Agreement,  we  were required to issue 6,500,000 shares of its
     common  stock  and  $100,000  cash to the sole stockholder of 649, Bay Cove
     Investments  Limited,  in exchange for all of the outstanding common shares
     of  649. The total purchase price was $100,000. As of December 31 1999, the
     cash  portion  of  the  acquisition  price  had  not  yet  been  paid,  and
     accordingly,  such  amount was included in due to stockholders (Note 5). No
     amount  was  recorded for the issuance of 6,500,000 shares. The debt to the
     stockholder  was  settled  on  November  15,  2002.

     This  acquisition  was  essentially  a  recapitalization  of  and a reverse
     takeover by us. Pursuant to reverse takeover accounting, goodwill and other
     intangible  assets  were  not  recorded.  The acquisition was accounted for
     using  the  purchase method of accounting for reverse takeovers whereby the
     historical  financial  statements  are  those of us. The purchase price was
     allocated  based  on the net book value of the net assets of us on the date
     of  acquisition  and cash consideration of $100,000 and liabilities assumed
     of  $120,383  were  treated as a reduction of paid in capital in accordance
     with  rules  of  accounting  for  reverse  takeovers.

     We  are  considered  as  a  development  stage  company  in accordance with
     Statement  of  Financial  Accounting  Standards  (SFAS)  No.  7.  These
     consolidated  financial  statements  have  been prepared in accordance with
     United  States generally accepted accounting principles, on a going concern
     basis, which contemplates the realization of assets and the satisfaction of
     liabilities  and  commitments  in  the  normal  course  of  business. As at
     December  31,  2003,  we  have  not  recognized  any revenue, has a working
     capital  deficit  of  $615,780,  and  has  accumulated  operating losses of
     $2,610,025  since  its  inception.  The  continuation of us as an operating
     business  is  dependent  upon the continuing financial support of creditors
     and  stockholders  and  obtaining  long-term  financing,  the completion of
     product  development  and  achieving  profitability. These conditions raise
     substantial  doubt about us to continue as a going concern. These financial
     statements  do  not  include  any  adjustments  that  might arise from this
     uncertainty.


2.   Significant  Accounting  Principles

     a)   Basis  of  Accounting

          These  consolidated  financial  statements  are prepared in conformity
          with  accounting principles generally accepted in the United States of
          America  and  are  presented  in  United  States  dollars.

     b)   Consolidation

          These  consolidated  financial  statements include the accounts of the
          parent company and its wholly-owned Canadian subsidiary, 649.com, Inc.

     c)   Year  End

          Our  fiscal  year  end  is  December  31.

     d)   Cash  and  Cash  Equivalents

          We  consider  all  highly  liquid instruments with a maturity of three
          months  or  less  at  the  time  of  issuance  to be cash equivalents.


    The accompanying notes are an integral part of these financial statements
                                       F-6
<PAGE>
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(U.S. dollars)


2.   Significant  Accounting  Principles  (continued)

     e)   Foreign  Currency  Transactions/Balances

          Our  functional  currency  is  the  United  States  dollar. Occasional
          transactions  occur  in  Canadian currency, and management has adopted
          SFAS  No.  52,  "Foreign  Currency  Translation".  Monetary assets and
          liabilities  denominated  in  foreign  currencies  are translated into
          United  States  dollars  at rates of exchange in effect at the balance
          sheet  date.  Non-monetary  assets,  liabilities and items recorded in
          income arising from transactions denominated in foreign currencies are
          translated  at  rates  of  exchange  in  effect  at  the  date  of the
          transaction.

     f)   Use  of  Estimates  and  Assumptions

          The  preparation  of financial statements in conformity with generally
          accepted  accounting  principles  in  the  United  States  of  America
          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 revenues and expenses during
          the  reporting  periods.  Actual  results  could  differ  from  those
          estimates.

     g)   Revenue  Recognition

          We  will  sell  licenses  derived from its Internet based 6/49 lottery
          game  once  the  beta  testing  is  complete.

          We  will  recognize revenue in accordance with Securities and Exchange
          Commission  Staff  Accounting  Bulletin  No. 101 ("SAB 101"), "Revenue
          Recognition  in Financial Statements." Revenue will be recognized only
          when  the  price  is  fixed or determinable, persuasive evidence of an
          arrangement  exists,  the  service is performed, and collectibility is
          reasonably  assured.

          We  will  account  for the licensing fees on a gross basis pursuant to
          the requirements of Emerging Issues Task Force No. 99-19 (EITF 99-19).

          When  determining  whether  to  utilize  gross  or  net recognition of
          license  fees,  we  will  consider  the following criteria. We are the
          primary  obligor to the transaction, we have full pricing latitude, we
          can modify the product specifications as it sees fit, the Company will
          perform  part  of  the  service to the end customer, we carry the sole
          risk  of  physical  inventory  loss,  we realize full credit risk, and
          commission  is  not  fixed.

          In  determining  the  terms of our licensing agreement we examined the
          terms that were standard in the industry at the time. Our main pricing
          is structured on a licensing basis. We anticipate the license fee will
          be  $250,000 for each license sold and an ongoing royalty of 5% of the
          licensees  gross  ticket  sales.

     h)   Long-Lived  Assets

          SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
          Assets" establishes a single accounting model for long-lived assets to
          be  disposed  of  by  sale including discontinued operations. SFAS 144
          requires  that these long-lived assets be measured at the lower of the
          carrying  amount  or fair value less cost to sell, whether reported in
          continuing  operations  or  discontinued  operations.

     i)   Concentration  of  Credit  Risk

          Financial  instruments  that potentially subject the company to credit
          risk  consist  principally  of  cash.  Cash  was deposited with a high
          credit  quality  institution.


    The accompanying notes are an integral part of these financial statements
                                       F-7
<PAGE>
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(U.S. dollars)


2.   Significant  Accounting  Principles  (continued)

     j)   Software  Development  Costs

          Costs  incurred  in  the research and development of software products
          are  charged to operations as incurred until technological feasibility
          has  been established. After technological feasibility is established,
          any additional costs are to be capitalized in accordance with SFAS No.
          86,  "Accounting  for the Cost of Computer Software to be Sold, Leased
          or Otherwise Marketed". The establishment of technological feasibility
          and  the  ongoing assessment of recoverability of capitalized software
          development  costs  require  considerable  judgment by management with
          respect  to  certain  external  factors  such  as  anticipated  future
          revenues, estimated economic life and changes in software and hardware
          technologies.  No  software development costs have been capitalized as
          of  December  31,  2003.

     k)   Accounting  for  Employee  Stock  Options

          In  conformity  with  the  provisions of SFAS No. 123, "Accounting for
          Stock-Based  Compensation," we have determined that it will not change
          to  the fair value method prescribed by SFAS No. 123 and will continue
          to  follow  Accounting Principles Board Opinion No. 25 for measurement
          and  recognition  of  employee  stock-based  transactions.

     l)   Basic  and  Diluted  Net  Income  (Loss)  Per  Share

          We  compute  net  income  (loss) per share in accordance with SFAS No.
          128,  "Earnings  per Share" (SFAS 128). SFAS 128 requires presentation
          of  both basic and diluted earnings per share (EPS) on the face of the
          income  statement. Basic EPS is computed by dividing net income (loss)
          available  to  common shareholders (numerator) by the weighted average
          number  of  common shares outstanding (denominator) during the period.
          Diluted  EPS  gives  effect  to  all  dilutive potential common shares
          outstanding  during  the  period  including  stock  options, using the
          treasury  stock  method,  and  convertible  preferred stock, using the
          if-converted method. In computing Diluted EPS, the average stock price
          for  the period is used in determining the number of shares assumed to
          be  purchased  from the exercise of stock options or warrants. Diluted
          EPS  excludes  all dilutive potential common shares if their effect is
          anti-dilutive.  Loss per share information does not include the effect
          of  any  potential  common  shares,  as  their  effect  would  be
          anti-dilutive.

     m)   Comprehensive  Loss

          SFAS  No. 130, "Reporting Comprehensive Income," establishes standards
          for the reporting and display of comprehensive loss and its components
          in  the financial statements. As at December 31, 2003, the Company has
          no  items  that  represent  comprehensive loss and, therefore, has not
          included a schedule of comprehensive loss in the financial statements.

     n)   Financial  Instruments

          Our  financial instruments consist of cash, prepaid expenses, accounts
          payable,  accrued  liabilities,  advances from related and non-related
          parties.  Unless  otherwise  noted, it is management's opinion that we
          are  not  exposed  to  significant  interest, currency or credit risks
          arising  from  these  financial  instruments.  The fair value of cash,
          accounts  payable  and  accrued  liabilities,  advances  from  related
          parties  and  other  advances approximates their carrying value due to
          the  immediate  or short-term maturity of these financial instruments.

     o)   Comparative  Figures

          Certain  comparative  figures  have  been  reclassified  to  ensure
          comparability  with  those  of  the  current  period.


    The accompanying notes are an integral part of these financial statements
                                       F-8
<PAGE>
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(U.S. dollars)


2.   Significant  Accounting  Principles  (continued)

     p)   Recent  Accounting  Pronouncements

          In December 2003, the United States Securities and Exchange Commission
          issued  Staff  Accounting Bulletin No. 104, "Revenue Recognition" (SAB
          104),  which  supersedes  SAB  101,  "Revenue Recognition in Financial
          Statements."  The  primary purpose of SAB 104 is to rescind accounting
          guidance  contained  in  SAB  101  related to multiple element revenue
          arrangements, which was superseded as a result of the issuance of EITF
          00-21,  "Accounting  for  Revenue  Arrangements  with  Multiple
          Deliverables." While the wording of SAB 104 has changed to reflect the
          issuance  of EITF 00-21, the revenue recognition principles of SAB 101
          remain  largely  unchanged by the issuance of SAB 104. The adoption of
          SAB  104  did  not have a material impact on our financial statements.

     p)   Recent  Accounting  Pronouncements  (continued)

          In  May  2003,  the  FASB issued SFAS No. 150, "Accounting for Certain
          Financial  Instruments  with  Characteristics  of both Liabilities and
          Equity".  SFAS  No.  150  establishes  standards  for  how  an  issuer
          classifies  and  measures  certain  financial  instruments  with
          characteristics  of  both  liabilities and equity. It requires that an
          issuer  classify  a financial instrument that is within its scope as a
          liability  (or  an  asset  in some circumstances). The requirements of
          SFAS  No.  150  apply  to  issuers'  classification and measurement of
          freestanding financial instruments, including those that comprise more
          than  one  option  or forward contract. SFAS No. 150 does not apply to
          features  that  are  embedded  in a financial instrument that is not a
          derivative  in  its  entirety. SFAS No. 150 is effective for financial
          instruments entered into or modified after May 31, 2003, and otherwise
          is  effective  at  the beginning of the first interim period beginning
          after  June  15,  2003,  except  for  mandatory  redeemable  financial
          instruments  of  non-public  entities.  It  is  to  be  implemented by
          reporting the cumulative effect of a change in an accounting principle
          for financial instruments created before the issuance date of SFAS No.
          150  and  still  existing  at  the  beginning of the interim period of
          adoption.  Restatement is not permitted. The adoption of this standard
          is  not expected to have a material effect on the Company's results of
          operations  or  financial  position.


3.   Accounts  Payable

     a)   On  October  1,  2003, we agreed to waive on-line software development
          fees  owing  for  the period from February 1, 2003 to October 1, 2003.
          The  value  of  these  fees of $90,000 was treated as donated capital.

     b)   On  October  1, 2003, we agreed to waive Internet and web hosting fees
          for the period from January 1, 2003 to September 1, 2003. The value of
          these  fees of $45,000 was treated as donated capital. The fiscal 2002
          Internet and web hosting fees in the amount of $40,000 will be paid on
          or  before  May  1, 2005, or as and when we start earning revenue from
          the  sale  of  licenses  and/or  the  receipt  of  royalties.


4.   Related  Party  Transactions

     We  made  advances to, and received advances from, our largest stockholder,
     Bay Cove Investments Limited ("Bay Cove"). No formal arrangement exists for
     such  advances,  which  have  historically  been  made  or  received  on an
     "as-needed"  basis.  During  fiscal  2002  EuroCapital  Holdings  AVV
     ("EuroCapital"),  a  non-related party, assumed the amount due to Bay Cove.
     On November 15, 2002 we issued 29,000,000 common shares at $.0034 per share
     to  settle  debt  of  $98,600.

     During  the  years  ended  December  31,  1999  and 1998, we received legal
     services  from  Intrepid  International,  Ltd.  ("Intrepid"), a significant
     stockholder  of  ours.  As  of  December 31, 2003, we owed this stockholder
     $8,242  (2002:  $8,242).  Imputed  interest  of  $1,236  (2002: $1,236) was
     charged  to  operations  and  treated  as  donated  capital.


    The accompanying notes are an integral part of these financial statements
                                       F-9
<PAGE>
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(U.S. dollars)


5.   Due  to  Non-Related  Parties

     The  amounts  owing  to  non-related  parties  are  non-interest  bearing,
     unsecured  and  due  on demand. Imputed interest of $61,629 (2002: $73,912)
     was  charged  to  operations  and  treated  as  donated  capital.


6.   Common  Stock

     We  have  a  Stock Option Plan to issue up to 10% of the outstanding common
     shares  on  December 1 of each year to certain key directors and employees.
     There  are  no  outstanding  stock  options.

     The  options will be granted for current services provided to us. Statement
     of  Financial  Accounting  Standards  No. 123 ("SFAS 123") requires that an
     enterprise  recognize,  or  at  its option, disclose the impact of the fair
     value  of  stock options and other forms of stock based compensation in the
     determination  of  income.  We  have  elected under SFAS 123 to continue to
     measure  compensation  costs  on  the  intrinsic value basis set out in APB
     Opinion  No.  25.  As stock options are granted at exercise prices based on
     the  market  price of our shares at the date of grant, no compensation cost
     is recognized. However, under SFAS 123, the impact on net income and income
     per share of the fair value of stock options must be measured and disclosed
     on a fair value based method on a pro forma basis. As performance stock for
     non-employees is issued for services rendered, the fair value of the shares
     issued is recorded as compensation cost, at the date the shares are issued,
     based  on  a discounted average trading price of our stock as quoted on the
     Pink  Sheets.

     The  fair  value  of  the  employee's  purchase  rights,  pursuant to stock
     options,  under  SFAS 123, will be estimated using the Black-Scholes model.


7.   Income  Taxes

     The  Company  has  adopted the provisions of Financial Accounting Standards
     Board  Statement  No. 109 (SFAS 109), Accounting for Income Taxes. Pursuant
     to SFAS 109 we are required to compute tax asset benefits for net operating
     losses  carried  forward. The potential benefit of net operating losses has
     not  been  recognized  in  the  financial  statements  because we cannot be
     assured  that  it  is  more  likely  than  not that it will utilize the net
     operating  losses  carried  forward  in  future  years. We have net federal
     operating  tax  losses  of  $960,000  to offset future years taxable income
     expiring  from  2005  through  2018.

     The  components  of the net deferred tax asset, the statutory tax rate, the
     effective  tax  rate  and the elected amount of the valuation allowance are
     scheduled  below:

<TABLE>
<CAPTION>
                                              2003       2002
                                                $          $
<S>                                         <C>        <C>
     Net Operating Loss                      193,961    132,932
     Statutory Tax Rate                           34%        34%
     Effective Tax Rate                            -          -
     Deferred Tax Asset                       65,947     45,198
     Valuation Allowance                     (65,947)   (45,198)
     -----------------------------------------------------------
     Net Deferred Tax Asset                        -          -
     ===========================================================
</TABLE>


    The accompanying notes are an integral part of these financial statements
                                       F-9
<PAGE>
ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Crouch, Bierwolf & Chisholm, Certified Public Accountants, were engaged to audit
the financial statements of Market Formulation and Research Corporation from its
inception through December 31 1998. In December 1999, the relationship with
Crouch, Bierwolf & Chisholm was terminated. There were no disagreements of the
type that require reporting between Crouch, Bierwolf & Chisholm and 649.
Subsequently, on December 13th 1999, we retained the services of Haskell & White
LLP to audit our 1999 financial statements. Haskell & White's services were
terminated in 2001 as a result of 649.com's inability to pay their fees.

We have appointed Manning Elliott of Vancouver, Canada, as our auditors. The
financial statements for the last four fiscal years ended December 31 2003,
2002, 2001 and 2000 have been audited by Manning Elliott.  The fiscal years
ending December 31 2003 and 2002, included in this report, have been audited by
Manning Elliott, as set forth in their report included herein.


ITEM 8A.  CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that
information that is required to be disclosed in the Securities Exchange Act of
1934 reports are recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to our management to allow timely decisions
regarding required disclosure.

Within 90 days prior to the date of this report, our management carried out an
evaluation, under the supervision and with the participation of the management
on the effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14.  Based upon the foregoing, our
President concluded that our disclosure controls and procedures are effective in
connection with the filing of this Annual Report on Form 10-KSB for the year
ended December 31, 2003.

There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation, including any significant deficiencies or material weaknesses of
internal controls that would require corrective action.


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

IDENTIFICATION OF DIRECTORS AND OFFICERS

<TABLE>
<CAPTION>
                    -------------------------------------------------------
                            NAME      AGE               TITLE
                    -------------------------------------------------------
<S>                                   <C>  <C>
                    John Buddo(1)      37  Director / President
                    -------------------------------------------------------
                    Mark Glusing(2)    33  Director / President
                    -------------------------------------------------------
                    Cary C. Martin(3)  53  Director / Secretary / Treasurer
                    -------------------------------------------------------
<FN>
                    1    Mr.  Buddo  resigned  his  offices and as a director on
                         December  30,  2003.
                    2    Mr.  Glusing  was  appointed  as  a  Director  and
                         Secretary/Treasurer  on  December 4th 2002. On December
                         30th 2003 he resigned his office as Secretary/Treasurer
                         and  was  appointed  as  President.
                    3    Mr.  Martin  was  appointed  as  a  Director  and
                         Secretary/Treasurer  on  December  30,  2003.
</TABLE>


                                      -6-
<PAGE>
BACKGROUND OF OFFICERS AND DIRECTORS

For the past five years, Mr. Buddo has been involved in Internet-based software
development companies. Until January 2002, he was Chief Technical Officer of
Poker.com Inc., a gaming software marketing company located in Vancouver,
Canada. Mr. Buddo's strength is his technical Internet and Internet marketing
expertise. Since January 2002, Mr. Buddo has been Project Development Manager of
Critical Mass Internet Inc., a software marketing company.

Mr. Glusing has a strong background in international business management and
finance.  He is currently President and Director of Legal Play Entertainment
Inc., trading on the OTC.B.B, and of Legal Play's wholly owned subsidiary Skill
Poker.com. Mr. Glusing was previously a director and Chief Operating Officer of
Immune Network Ltd., a publicly traded biotech company and is a former director
of BC Research Inc., a technology incubator based in Vancouver.

Mr. Martin has been actively involved in the investor relations segment of the
stock market for the past twenty years.  Approximately 18 years ago, he started
Cary C. Martin & Associates, an Investor/Media Relations Services Company,
specializing in investor relations, corporate communications and media
relations. His specialty is assisting his client companies in reaching their
investor relations/corporate communications objectives through coordination,
preparation and implementation of adequate IR/Media programs.

FAMILY RELATIONSHIPS

There are no family relationships amongst our directors or executive officers.

SIGNIFICANT EMPLOYEES

We do not have any significant employees, other than its officers and directors,
at this time.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

To the best of the registrant's knowledge, during the past five years, no
director, executive officer, promoter or control person:

     (1)  has filed a petition under the federal bankruptcy laws or any state
          insolvency law, nor had a receiver, fiscal agent or similar officer
          appointed by a court for the business or present of such a person, or
          any partnership in which he was a general partner at or within two
          years before the time of such filing, or any corporation or business
          association of which he was an executive officer within two years
          before the time of such filing;

     (2)  were convicted in a criminal proceeding or named subject to a pending
          criminal proceeding (excluding traffic violations and other minor
          offenses);

     (3)  were the subject to any order, judgment 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 the
          following activities:

               (i)       acting as a futures commission merchant, introducing
                         broker, commodity trading advisor, commodity pool
                         operator, floor broker, leverage transaction merchant,
                         associated person of any of the foregoing, or as an
                         investment advisor, underwriter, broker or dealer in
                         securities, or as an affiliated person, director of any
                         investment company, or engaging in or continuing any
                         conduct or practice in connection with such activity;

               (ii)      engaging in any type of business practice;


                                      -7-
<PAGE>
               (iii)     engaging in any activity in connection with the
                         purchase or sale of any security or commodity or in
                         connection with any violation of federal or state
                         securities laws or federal commodity laws.

     (4)  were the subject of any order, judgment or decree, not subsequently
          reversed, suspended or vacated, of any federal or state authority
          barring, suspending or otherwise limiting for more than 60 days the
          right of such person to engage in any activity described above under
          this Item, or to be associated with persons engaged in any such
          activity;

     (5)  were found by a court of competent jurisdiction in a civil action or
          by the Securities and Exchange Commission to have violated any federal
          or state securities law and the judgment in such civil finding or find
          by the Securities and Exchange Commission has not been subsequently
          reversed, suspended or vacated;

     (6)  were found by a court of competent jurisdiction in a civil action or
          by the Commodity Futures Trading Commission to have violated any
          federal commodities law, and the judgment in such civil action or
          finding by the Commodity Futures Trading Commission has not been
          subsequently reversed, suspended or vacated.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

To the best of our knowledge all directors, officers and persons who
beneficially owned more than ten percent of our common stock filed timely
reports in compliance with Section 16(a), except as follows:

     (i)    Antico Holdings AVV
     (ii)   Cecil Morris
     (iii)  Hokley Limited
     (iv)   Polygosis Software Limited
     (v)    WebLink Management Limited
     (vi)   Zurich Capital Corporation A.V.V.

These persons have subsequently filed a Schedule 13D, as required under Section
16(a) of the Securities Exchange Act of 1934.


ITEM 10.  EXECUTIVE COMPENSATION

OFFICERS AND DIRECTORS

We did not pay any director's fees for the latest fiscal year ended December 31,
2003 or for the fiscal year ended in Dec 31 2002.

The Company may, during the course of the current year, decide to compensate its
officers and directors for their services.

INCENTIVE STOCK OPTIONS

The following table sets forth information with respect to compensation paid by
us to the President and the other highest paid executive officers (the "Named
Executive Officer") during the three most recent fiscal years.


                                      -8-
<PAGE>
<TABLE>
<CAPTION>
                                          SUMMARY COMPENSATION TABLE

------------------------------------------------------------------------------------------------------------
                                                                     Long Term Compensation
                                                              -----------------------------------
                              Annual Compensation                      Awards            Payouts
                     ---------------------------------------  ------------------------  ---------
         (a)          (b)        (c)       (d)       (e)          (f)          (g)         (h)        (i)
------------------------------------------------------------------------------------------------------------
      Name and        Year     Salary     Bonus     Other     Restricted   Securities     LTIP     All Other
Principal Position               ($)       ($)      Annual       Stock     Underlying      Pay      Compen-
                                                   Compen-      Awards      Options/    outs ($)   sation ($)
                                                  sation ($)                SARS (#)
------------------------------------------------------------------------------------------------------------
<S>                  <C>     <C>          <C>     <C>         <C>          <C>          <C>        <C>
Anthony Mark 1         2002  CDN$10,000
------------------------------------------------------------------------------------------------------------
John Buddo 2           2002            0
                       2003            0
------------------------------------------------------------------------------------------------------------
Mark Glusing 3         2002            0
                       2003            0
------------------------------------------------------------------------------------------------------------
Cary Martin 4          2003            0
------------------------------------------------------------------------------------------------------------
<FN>
1    Mr.  Mark  was  appointed  as  a  Director  and President in July, 2000. He
     resigned  his  offices  and  as  a  director  on  July  20,  2002.
2    Mr.  Buddo  was  appointed as a Director and President on July 20, 2002. He
     resigned  his  offices  and  as  a  director  on  December  30,  2003.
3    Mr. Glusing was appointed as a Director and Secretary/Treasurer on December
     4th  2002.  On  December  30th  2003  he  resigned  his  office  as
     Secretary/Treasurer  and  was  appointed  as  President.
4    Mr.  Martin was appointed as a Director and Secretary/Treasurer on December
     30,  2003.
</TABLE>

OPTIONS/SAR  GRANTS

We did not issue any options or SARs during the year ended December 31, 2003.

LONG-TERM  INCENTIVE  PLAN  AWARDS

We  do not have any long-term incentive plans that provide compensation intended
to  serve  as  incentive  for performance to occur over a period longer than one
fiscal  year, whether such performance is measured by reference to our financial
performance,  stock  price  or  any  other  measure.

COMPENSATION  OF  DIRECTORS

There  are  no  standard  arrangements  pursuant  to  which  our  directors  are
compensated  for  services  provided  as  director.  No  additional  amounts are
payable  to  our  directors  for committee participation or special assignments.

REPORT  ON  REPRICING  OF  OPTIONS/SAR

We  did not reprice any options or SARs during the year ended December 31, 2003.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of January 1st 2004, the number of Common
Stock and the corresponding percentage ownership of (i) each person who held of
record, or was known by us to own beneficially, more than five percent of our
Common Stock, (ii) each director and executive officer of 649.com, and (iii) all
directors and executive officers of us as a group. The computation is based upon
47,520,650 shares of common stock being outstanding.

Unless otherwise indicated, we believe the following persons have sole voting
and investment power with respect to the number of shares set forth opposite
their names.


                                      -9-
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
NAME AND ADDRESS                         NUMBER OF SHARES BENEFICIALLY  PERCENTAGE OF
                                                     OWNED                  CLASS
--------------------------------------------------------------------------------------
<S>                                      <C>                            <C>
CEDE & Co.
PO Box 222 Bowling Green Station                            12,473,350          26.25%
New York, NY  10274
--------------------------------------------------------------------------------------
Antico Holdings AVV
7 Abraham de Veerstraat, P.O. Box 840                        4,833,333          10.17%
Curacao, Netherlands Antilles
--------------------------------------------------------------------------------------
Cecil Morris
93 East Lake Drive, Marina Da Gama                           4,833,334          10.17%
Cape Town, South Africa 7945
--------------------------------------------------------------------------------------
Hokley Limited
41 - 46 Acropolis Avenue                                     4,833,333          10.17%
4th Floor, Office 401, P.O. Box 28697
Nicosis, Cyprus CY2031
--------------------------------------------------------------------------------------
Polygosis Software Limited
35 Barrack Road, Suite 302, PO Box 1074                      4,833,333          10.17%
Belize City, Belize C.A.
--------------------------------------------------------------------------------------
WebLink Management Limited
Marlow House, Lloyds Avenue                                  4,833,334          10.17%
London, UK EC3N 3AL
--------------------------------------------------------------------------------------
Zurich Capital Corporation A.V.V.
7 Abraham de Veerstraat, P.O. Box 840                        4,833,333          10.17%
Curacao, Netherlands Antilles
--------------------------------------------------------------------------------------
Directors and Officers as a Group                                    0             0 %
--------------------------------------------------------------------------------------
TOTAL:                                                      41,473,350          87.27%
--------------------------------------------------------------------------------------
</TABLE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Nothing reportable.

Our policy regarding related transactions requires that any director or officer
who has an interest in any transaction to be approved by our Board of Directors
disclose the presence and the nature of the interest to the Board of Directors
prior to any approval of the transaction by the Board of Directors.  The
transaction may then be approved by a majority of the disinterested directors,
provided that an interested director may be counted in determining the presence
of a quorum at the meeting of the Board of Directors to approve the transaction.
Our policy regarding compensation for directors and officers is that the Board
of Directors may, without regard to personal interest, establish the
compensation of directors for services in any capacity.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
Exhibit Number  Description
<S>             <C>
2.1*            Form 8-K filed on Nov 12 2002 re. Shares for Debt
2.2*            Form 8-K filed on Dec 31 2003 re. change in directors and officers
31.1            302 Certification for the Chief Executive Officer
31.2            302 Certification for the Chief Financial Officer
32.1            906 Certification for the Chief Executive Officer
32.2            906 Certification for the Chief Financial Officer
</TABLE>

DOCUMENTS INCORPORATED BY REFERENCE

* Previously filed.


                                      -10-
<PAGE>
ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES

1.   AUDIT FEES
     The aggregate fees billed for each of the last two fiscal years for
     professional services rendered by the principal accountant, Manning Elliot
     Chartered Accountants, for the audit of our annual financial statements and
     review of financial statements included in our Form 10-QSB are as follows:

                                    2003     $4,500
                                    2002     $2,500

2.   AUDIT-RELATED FEES
     There were no additional aggregate fees billed in each of the last two
     fiscal years for assurance and related services by the principal
     accountant, Manning Elliott Chartered Accountants, that are reasonably
     related to the performance of the audit or review of our financial
     statements and are not reported under Item 9(e)(1) of Schedule 14A.

3.   TAX FEES
     There were no additional aggregate fees billed in each of the last two
     fiscal years for professional services rendered by the principal
     accountant, Manning Elliott Chartered Accountants, for tax compliance, tax
     advice and tax planning.

4.   ALL OTHER FEES
     There were no additional aggregate fees billed in each of the last two
     fiscal years for products and services provided by Manning Elliott, other
     than the services reported in Item 9(e)(1) through 9(e)(3) of Schedule 14A.

SIGNATURES

In accordance with the requirements of Section 13 or 15(d) of the Securities
Exchange Act, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

649.COM INC.
(Registrant)


/s/ Mark Glusing                         Date: March 30, 2004
--------------------------------
Mark Glusing
President / Director


In accordance with the Securities Exchange Act this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.


/s/ Mark Glusing                         Date: March 30, 2004
--------------------------------
Mark Glusing
President / Director


/s/ Cary Martin                          Date: March 30, 2004
--------------------------------
Cary Martin
Secretary / Treasurer / Director


                                      -11-
<PAGE>