UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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, 2002

[ ]  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 small business issuer as specified in its charter)



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



     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)
                                          ---


------------------------------------------   -----------------------------------
 (Former name, former address and former                 (Zip Code)
fiscal year, if changed since last report)


--------------------------------------------------------------------------------
                                                                          Page 1
<PAGE>
Check whether the issuer (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  [ ]


          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                         DURING THE PRECEDING FIVE YEARS

                                 Not applicable.


                      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.  18,520,650 COMMON SHARES AS AT
SEPTEMBER 30 2002.

                  TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT

Yes  [ ]     No  [X]
(Check one)


--------------------------------------------------------------------------------
                                                                          Page 2
<PAGE>
<TABLE>
<CAPTION>
                                    649.COM INC.
                            (A Development Stage Company)

                                     FORM 10-QSB


PART 1 - FINANCIAL INFORMATION


PART 1 - FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS

<S>                                                                          <C>
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . .  F-4

Consolidated Statements of Operations . . . . . . . . . . . . . . . . . . .  F-5

Consolidated Statements of Cash Flow. . . . . . . . . . . . . . . . . . . .  F-6

Notes to the Consolidated Financial Statements. . . . . . . . . . . . . . .  F-7


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION . . . .   13

ITEM 3.   CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . . . .   14


PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . .   15

ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS . . .   15

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES . . . . . . . . . . . . . . . . .   15

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . . .   15

ITEM 5.   OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . .   15

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . . .   15
</TABLE>


--------------------------------------------------------------------------------
                                                                          Page 3
<PAGE>
649.com, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
(U.S. Dollars)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                                                            September 30,    December 31,
                                                                                2002            2001
                                                                             (unaudited)      (audited)
                                                                                  $               $
--------------------------------------------------------------------------------------------------------
<S>                                                                       <C>             <C>
ASSETS

Current Assets

Cash                                                                              6,975              41
--------------------------------------------------------------------------------------------------------

Total Assets                                                                      6,975              41
========================================================================================================


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable                                                                 71,046          19,674
Accrued liabilities                                                               5,500           4,000
Due to stockholders (Note 4)                                                      8,242         498,851
Due to non-related parties (Note 5)                                             519,748               -
--------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                       604,536         522,525
--------------------------------------------------------------------------------------------------------

Subsequent Event (Note 7)

Stockholders' Deficit

Common Stock: 100,000,000 common shares authorized with a par
value of $0.001; 18,520,650 issued and outstanding                               18,521          18,521

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

Additional paid-in capital                                                    1,460,957       1,460,957

Donated capital (Notes 4 and 5)                                                 200,390         143,154

Deficit Accumulated During the Development Stage                             (2,277,429)     (2,145,116)
--------------------------------------------------------------------------------------------------------

Total Stockholders' Deficit                                                    (597,561)       (522,484)
--------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Deficit                                       6,975              41
========================================================================================================
</TABLE>

    The accompanying notes are an integral part of these financial statements


--------------------------------------------------------------------------------
                                                                        Page F-4
<PAGE>
649.com, Inc.
(A Development Stage Company)
Consolidated Statements of Operations
(U.S. Dollars)
(unaudited)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                                                         Accumulated from
                                                                                           June 13, 1990
                                          Three Months Ended        Nine Months Ended   (Date of Inception)
                                             September 30,            September 30,       to September 30,
                                          2002          2001        2002         2001          2002
                                           $             $           $            $             $
-----------------------------------------------------------------------------------------------------------
<S>                                 <C>          <C>          <C>          <C>          <C>
Revenue                                      -            -            -            -               45,500
-----------------------------------------------------------------------------------------------------------

Expenses

Accounts payable written-off                 -            -            -            -              (83,512)
Consulting fees                         10,000            -       10,000            -               10,000
Depreciation and amortization                -            -            -            -                4,111
Equipment and software written-off           -            -            -            -               54,188
General and administrative              16,105        1,906       32,878       10,461              517,281
Imputed interest                        19,807       18,932       57,235       56,421              200,389
Internet and web hosting fees           25,000            -       25,000            -               25,000
Prepaid expenses written-off                 -            -            -            -               36,000
Research and development               (10,000)           -        7,200       28,100              124,650
Stock-based compensation                     -            -            -            -            1,434,822
-----------------------------------------------------------------------------------------------------------

Total Expenses                          60,912       20,838      132,313       94,982            2,322,929
-----------------------------------------------------------------------------------------------------------

Net Loss for the Period                (60,912)     (20,838)    (132,313)     (94,982)          (2,277,429)
===========================================================================================================

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

Weighted average number of
common shares outstanding           18,521,000   18,521,000   18,521,000   18,493,000
===========================================================================================================
</TABLE>

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

    The accompanying notes are an integral part of these financial statements


--------------------------------------------------------------------------------
                                                                        Page F-5
<PAGE>
649.com, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(U.S. Dollars)
(unaudited)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                             Nine Months Ended
                                                               September 30,
                                                             2002        2001
                                                               $           $
--------------------------------------------------------------------------------
<S>                                                       <C>         <C>
Cash Flows Used In Operating Activities

Net loss                                                   (132,313)    (94,982)

Adjustments to reconcile net loss to cash

  Imputed interest                                           57,236      56,421
  Shares issued for domain name                                   -      25,000

  Changes in non-cash working capital items

    Increase in accounts payable and accrued liabilities     52,872       4,669
--------------------------------------------------------------------------------
Net Cash Used In Operating Activities                       (22,205)     (8,892)
--------------------------------------------------------------------------------

Cash Flows From Financing Activities
  Advances                                                   29,139       8,921
--------------------------------------------------------------------------------
Net Cash Provided By Financing Activities                    29,139       8,921
--------------------------------------------------------------------------------
Increase in Cash                                              6,934          29
Cash - Beginning of Period                                       41          39
--------------------------------------------------------------------------------
Cash - End of Period                                          6,975          68
================================================================================

Non-Cash Financing and Investing Activities

  Shares issued for domain name                                   -      25,000
================================================================================

Supplemental Disclosures

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

    The accompanying notes are an integral part of these financial statements


--------------------------------------------------------------------------------
                                                                        Page F-6
<PAGE>
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(expressed in U.S. dollars)
(unaudited)

1.   Nature of Operations and Continuance of Business

     649.com,  Inc.  (formerly,  Market  Formulation  and  Research  Corp.)  (a
     Development  Stage  Company)  (the  "Company")  was originally incorporated
     under  the  laws  of  the  State  of  Nevada on June 13, 1990 as MMM-Hunter
     Associates,  Inc. The Company was re-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. On May 12, 1999, the
     Company  amended  its  articles  of  incorporation, changed the name of the
     Company  to  649.com,  Inc.,  and  effected  a 5-for-1 forward stock split.

     On  September  15,  1999, the Company 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,  the Company was 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  is included in due to stockholders (Note 4). No
     amount  was  recorded  for  the  issuance  of  shares.

     The  Company  is  considered 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
     September  30,  2002,  the  Company  has  not recognized any revenue, has a
     working  capital  deficit of $597,561, and has accumulated operating losses
     of  $2,277,429  since  its  inception.  The  continuation of the Company 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  the  Company's  ability to continue as a going concern. These
     financial  statements  do not include any adjustments that might arise from
     this  uncertainty.


2.   Recapitalization

     On  September  15,  1999, the Company 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,  the Company was 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  is included in due to stockholders (Note 4). No
     amount  was  recorded  for  the  issuance  of  shares.

     This  acquisition  was  essentially a recapitalization of the Company and a
     reverse  takeover by 649. Pursuant to reverse takeover accounting, goodwill
     and other intangible assets are not recorded. The acquisition was accounted
     for  using  the purchase method of accounting for reverse takeovers whereby
     the  historical financial statements are those of 649 and the Company's net
     liabilities  of  $120,383  were  assumed.  The purchase price was allocated
     based  on  the  net  book  value  of  the  net assets of 649 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.


--------------------------------------------------------------------------------
                                                                        Page F-7
<PAGE>
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(expressed in U.S. dollars)
(unaudited)

3.   Significant Accounting Principles

     a)   Basis of Accounting
          These  consolidated  financial  statements  have  been  prepared  in
          accordance with United States generally accepted accounting principles
          and  are  expressed  in  United  States  dollars.

     b)   Consolidation
          These  consolidated  financial  statements include the accounts of the
          Company  and  its  wholly-owned  Canadian  subsidiary,  649.com,  Inc.

     c)   Year End
          The  Company's  fiscal  year  end  is  December  31.

     d)   Cash and Cash Equivalents
          The Company considers all highly liquid instruments with a maturity of
          three  months  or less at the time of issuance to be cash equivalents.

     e)   Foreign Exchange
          The  wholly-owned  operating  subsidiary  is  domiciled  in Canada and
          primarily  uses  the  Canadian  dollar  as  its  currency.

          Transactions  undertaken  in  Canadian  dollars  are  translated to US
          dollars  using the exchange rate in effect as of the transaction date.
          Monetary  assets  and  liabilities denominated in Canadian dollars are
          then  translated to US dollars using the period end rate. Any exchange
          gains  and  losses  are  included  in  operations.

     f)   Use of Estimates
          The  preparation  of  financial  statements  in conformity with United
          States generally accepted accounting principles 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 management's best estimates as additional
          information  becomes  available  in  the  future.

     g)   Revenue Recognition
          Revenue  will  be recognized when the game has been completed and will
          be  recorded  net  of  payments.

     h)   Long-Lived Assets
          In  accordance  with  SFAS  No. 144, "Accounting for the Impairment or
          Disposal  of  Long  Lived  Assets",  the  carrying value of intangible
          assets  and other long-lived assets is reviewed on a regular basis for
          the  existence  of facts or circumstances that may suggest impairment.
          The  Company recognizes impairment losses when the sum of the expected
          undiscounted future cash flows is less than the carrying amount of the
          asset.  Impairment  losses,  if any, are measured as the excess of the
          carrying  amount  of  the  asset  over  its  estimated  fair  value.


--------------------------------------------------------------------------------
                                                                        Page F-8
<PAGE>
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(expressed in U.S. dollars)
(unaudited)

3.   Significant Accounting Principles (continued)

     i)   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  September  30,  2002.

     j)   Accounting for Employee Stock Options
          In  conformity  with  the  provisions of SFAS No. 123, "Accounting for
          Stock-Based Compensation," the Company has 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.

     k)   Basic and Diluted Net Income (Loss) Per Share
          The  Company  computes  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.

     l)   Comprehensive Income
          In June 1997, the Financial Accounting Standards Board ("FASB") issued
          SFAS  No.  130,  "Reporting  Comprehensive  Income".  This  statement
          establishes  standards  for  reporting  and  display  of comprehensive
          income and its components (revenues, expenses, gains and losses) in an
          entity's  financial  statements.  This statement requires an entity to
          classify  items  of  other  comprehensive  income by their nature in a
          financial  statement  and  display  the  accumulated  balance of other
          comprehensive  income separately from retained earnings and additional
          paid-in-capital,  in  the  equity  section of a statement of financial
          position.  The  Company  had  no  items  of other comprehensive income
          (loss)  during  each  of  the  periods  presented  in the accompanying
          financial  statements.

     m)   Financial Instruments
          The Company's financial instruments consist of cash, accounts payable,
          accrued  liabilities, advances from related parties and others. Unless
          otherwise  noted,  it  is management's opinion that the Company is 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.


--------------------------------------------------------------------------------
                                                                        Page F-9
<PAGE>
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(expressed in U.S. dollars)
(unaudited)

3.   Significant Accounting Principles (continued)

     n)   New Accounting Pronouncements
          In  June  2001, SFAS No. 141, "Business Combinations," was approved by
          the  Financial  Accounting  Standards  Board  ("FASB").  SFAS  No. 141
          requires  that  the  purchase  method  of  accounting  be used for all
          business  combinations  initiated  after  June  30, 2001. Goodwill and
          certain  intangible assets will remain on the balance sheet and not be
          amortized.  On  an  annual  basis, and when there is reason to suspect
          that  their values have been diminished or impaired, these assets must
          be  tested  for  impairment,  and  write-downs  may  be necessary. The
          Company implemented SFAS No. 141 on July 1, 2001 and its impact is not
          expected  to  be  material  on  its  financial  position or results of
          operations.

          In  June  2001,  SFAS No. 142, "Goodwill and Other Intangible Assets,"
          was approved by FASB. SFAS No. 142 changes the accounting for goodwill
          from  an  amortization method to an impairment-only approach. SFAS No.
          142  is  effective for fiscal years beginning after December 15, 2001.
          Amortization of goodwill, including goodwill recorded in past business
          combinations,  will cease upon adoption of this statement. The Company
          adopted SFAS No. 142 on January 1, 2002 and its impact is not expected
          to  have  a  material  effect  on its financial position or results of
          operations.

          In  June  2001,  the  FASB  issued SFAS No. 143, "Accounting for Asset
          Retirement  Obligation."  SFAS  No.  143 is effective for fiscal years
          beginning  after June 15, 2002, and will require companies to record a
          liability for asset retirement obligations in the period in which they
          are  incurred,  which  typically  could  be upon completion or shortly
          thereafter.  The  FASB decided to limit the scope to legal obligations
          and  the  liability  will  be  recorded  at  fair value. The effect of
          adoption  of  this standard on the Company's results of operations and
          financial  position  is  being  evaluated.

          In  August  2001,  the  FASB  issued SFAS No. 144, "Accounting for the
          Impairment  or  Disposal  of  Long-Lived  Assets."  SFAS  No.  144  is
          effective  for  fiscal  years  beginning  after  December 15, 2001. It
          provides  a  single  accounting  model  for  long-lived  assets  to be
          disposed  of  and replaces SFAS No. 121 "Accounting for the Impairment
          of  Long-Lived  Assets  and  Long-Lived Assets to Be Disposed Of." The
          Company  adopted  SFAS  No.  144  on  January  1,  2002. The effect of
          adoption  of  this standard on the Company's results of operations and
          financial  position  is  not  expected  to  be  material.

          In  June  2002,  FASB  issued  SFAS  No.  146,  "Accounting  for Costs
          Associated  with  Exit or Disposal Activities". The provisions of this
          Statement  are  effective  for  exit  or  disposal activities that are
          initiated  after December 31, 2002, with early application encouraged.
          This  Statement addresses financial accounting and reporting for costs
          associated  with  exit  or  disposal activities and nullifies Emerging
          Issues  Task  Force  (EITF) Issue No. 94-3, "Liability Recognition for
          Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an
          Activity  (including Certain Costs Incurred in a Restructuring)". This
          Statement requires that a liability for a cost associated with an exit
          or disposal activity be recognized when the liability is incurred. The
          Company  will  adopt  SFAS  No.  146 on January 1, 2003. The effect of
          adoption  of  this standard on the Company's results of operations and
          financial  position  is  being  evaluated.

          FASB  has  also issued SFAS No. 145 and 147 but they will not have any
          relationship  to the operations of the Company therefore a description
          of  each  and their respective impact on the Company's operations have
          not  been  disclosed.


--------------------------------------------------------------------------------
                                                                       Page F-10
<PAGE>
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(expressed in U.S. dollars)
(unaudited)

3.   Significant Accounting Principles (continued)

     o)   Interim Financial Statements
          These interim unaudited financial statements have been prepared on the
          same  basis  as  the annual financial statements and in the opinion of
          management,  reflect  all  adjustments,  which  include  only  normal
          recurring  adjustments,  necessary  to  present  fairly  the Company's
          financial  position,  results  of  operations  and  cash flows for the
          periods  shown.  The  results  of  operations for such periods are not
          necessarily  indicative of the results expected for a full year or for
          any  future  period.

4.   Related Party Transactions/Balances

     The  Company  made  advances  to,  and  received advances from, its largest
     stockholder,  Bay  Cove  Investments  Limited  ("Bay  Cove").  Nor  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.
     As  a  result,  the Company owes net advances of $Nil at September 30, 2002
     (2001:  $502,558).  Such  amount  was  not  collateralized,  did  not  bear
     interest,  and  had  no stated repayment terms. Imputed interest of $Nil at
     September 30, 2002 (2001: $55,494) was charged to operations and treated as
     donated  capital.

     During  the  years  ended  December 31, 1999 and 1998, the Company received
     legal  services  from  Intrepid  International,  Ltd.  ("Intrepid"),  a
     significant  stockholder  of  the  Company.  As  of September 30, 2002, the
     Company  owes  this  stockholder  $8,242  (2001  - $8,242). During the nine
     months  ended  September 30, 2002 imputed interest of $927 (2000: $927) was
     charged  to  operations  and  treated  as  donated  capital.

5.   Due to Non-Related Parties

     The  amounts  due  to  non-related parties are non-interest bearing with no
     specific  terms of repayment and due on demand. Imputed interest of $56,309
     was  charged  to  operations  and  treated  as  donated  capital.

6.   Common Stock

     The  Company  has  a  Stock Option Plan approved and registered December 1,
     1999.  Pursuant  to  this  plan  the  Company  can  issue  up to 10% of the
     outstanding  common  shares  on  December  1  of  each  year to certain key
     directors  and  employees.  As  at September 30, 2002 and December 31, 2001
     there  were  no  outstanding  stock  options.

     The  options are granted for services provided to the Company. 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. The Company has 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  the  Company's  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
     the  Company's  stock  as  quoted  on  the  Pink  Sheets.


--------------------------------------------------------------------------------
                                                                       Page F-11
<PAGE>
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(expressed in U.S. dollars)
(unaudited)

7.   Subsequent Event

     On November 15, 2002 the Company issued 29,000,000 common shares at a price
     per  share  of  $0.0034  to  settle  debt  of  $98,600.


--------------------------------------------------------------------------------
                                                                       Page F-12
<PAGE>
                             649.COM INC. (SIXN.PK)
                          (A Development Stage Company)

                       QUARTERLY REPORT (SEC FORM 10-QSB)


OVERVIEW

We have developed a proprietary instant on-line lottery software program that we
intend to license to legally operated lottery organizations, which are typically
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.

It is anticipated, 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 licenses 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
disallows 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.

On January 12th 2001, a resolution was passed by the Board of Directors
authorizing the purchase of the domain name "abetGaming.com" for the purchase
price of $25,000.  The President of the Corporation was given the authority to
take the necessary steps to affect this purchase.

On March 7th 2001, 500,000 common shares of 649.com's common stock were issued
as payment for the domain name "abetGaming.com". The total purchase price of
$25,000 was paid with stock valued at the market price of $0.05. This stock was
restricted under Rule 144.


ITEM 2.     MANAGEMENTS' DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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.

We are a development stage company. In a development stage company, management
devotes most of its activities to establishing a new business. Planned principal
activities have not yet generated any revenue and the Company has suffered
recurring losses from inception, totaling $2,277,429 and has a working capital
deficit of $597,561. These factors raise substantial doubt about the Company's
ability to continue as a going concern.

We do 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 licenses 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


--------------------------------------------------------------------------------
                                                                         Page 13
PAGE>
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.

RESULTS OF CONTINUING OPERATIONS

Nine months ended September 30, 2002 ("2002") compared to the nine months ended
September 30, 2001 ("2001"):

The Company has no revenue for 2002 and 2001. Expenses increased by $37,331 to
$132,313 in 2002 as compared to $94,982 in 2001.  The Company incurred
consulting fees of $10,000 and Internet and web hosting fees of $25,000 in 2002
as compared to $nil in 2001. The general and administrative expenses were
increased by $22,417 to $32,878 in 2002 as compared to $10,461 in 2001. Research
and development expenses decreased in by $20,900 to $7,200 in 2002 as compared
to $28,100 in 2001.

The  net loss for 2002 was $132,313 as compared to $94,982 in 2001. Our net loss
per  share  was  ($0.01)  for  the  9  month  period ending September 30 2002 as
compared  to  $nil  for  the  same  prior  period  in  2001.

FINANCIAL CONDITION AND LIQUIDITY

At  September 30, 2002 the Company had cash and cash equivalents totaling $6,975
compared  to  $41  at  December  31,  2001.

Net cash used in operating activities was $22,205 during the nine months ended
September 30 2002 compared to $8,892 during the same period in 2001.

At September 30, 2002 the Company had advances of $29,139 compared to advances
of $8,921 at September 30 2001.


ITEM 3.     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-15.  Based upon the foregoing, our
President concluded that our disclosure controls and procedures are effective in
connection with the filing of this Quarterly Report on Form 10-QSB for the
period ended September 30 2002.

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.


--------------------------------------------------------------------------------
                                                                         Page 14
<PAGE>
PART  II  -  OTHER  INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

None.


ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.


ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

None.


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

None.


ITEM 5.     OTHER INFORMATION.

None.


ITEM 6.     EXHIBITS AND REPORT ON FORM 8-K.

None.



SIGNATURES

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

649.COM INC.
(Registrant)


/s/ Cary Martin                                  Date: September 13, 2005
---------------------------------
Cary Martin
Director / President and
Corporate Secretary

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/ Cary Martin                                  Date: September 13, 2005
---------------------------------
Cary Martin
Director / President and
Corporate Secretary


--------------------------------------------------------------------------------
                                                                         Page 15