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, 2001

[_]  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 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)
                                          ----


------------------------------------------    ----------------------------------
 (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, 2001.

                  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

<S>       <C>                                                          <C>
PART I - FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS

Consolidated Balance Sheets. . . . . . . . . . . . . . . . . . . . . . F-4

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

Consolidated Statements of Cash Flows. . . . . . . . . . . . . . . . . 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. . . . . . . . . . . . . . . . . . . . . .  16

ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.  16

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES. . . . . . . . . . . . . . .  16

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. . . . .  16

ITEM 5.   OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . .  16

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . .  16
</TABLE>


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

=========================================================================================================
                                                                           September 30,    December 31,
                                                                               2001             2000
                                                                            (unaudited)      (audited)
                                                                                 $               $
---------------------------------------------------------------------------------------------------------
<S>                                                                       <C>              <C>
ASSETS

Current Assets

Cash                                                                                  68              39
---------------------------------------------------------------------------------------------------------

Total Assets                                                                          68              39
=========================================================================================================


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable                                                                  53,910          50,741
Accrued liabilities                                                                3,500           2,000
Due to stockholders (Note 4)                                                     501,800         492,879
---------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                        559,210         545,620
---------------------------------------------------------------------------------------------------------

Stockholders' Deficit

Common Stock: 100,000,000 common shares authorized with a par
value of $0.001; 18,520,650 and 18,020,650 shares issued and
outstanding respectively                                                          18,521          18,021

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

Additional paid-in capital                                                     1,460,957       1,436,457

Donated capital (Note 4)                                                         124,195          67,774

Deficit Accumulated During the Development Stage                              (2,162,815)     (2,067,833)
---------------------------------------------------------------------------------------------------------

Total Stockholders' Deficit                                                     (559,142)       (545,581)
---------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Deficit                                           68              39
=========================================================================================================
</TABLE>

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


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

=======================================================================================================================
                                                                                                     Accumulated from
                                                                                                       June 13, 1990
                                          Three Months Ended              Nine Months Ended         (Date of Inception)
                                             September 30,                   September 30,            to September 30,
                                         2001            2000            2001            2000              2001
                                          $               $               $               $                 $
-----------------------------------------------------------------------------------------------------------------------
<S>                                 <C>             <C>             <C>             <C>             <C>
Revenue                                         -               -               -               -              45,500
-----------------------------------------------------------------------------------------------------------------------

Expenses

Accounts payable written-off                    -               -               -         (46,622)            (46,622)
Depreciation and amortization                   -               -               -               -               4,111
Equipment and software written-off              -               -               -          58,026              54,188
General and administrative                  1,906          15,906          10,461         174,843             484,171
Imputed interest                           18,932          18,244          56,421          49,507             124,195
Prepaid expenses written-off                    -               -               -          35,000              36,000
Research and development                        -            (507)         28,100          42,086             117,450
Stock-based compensation                        -               -               -               -           1,434,822
-----------------------------------------------------------------------------------------------------------------------

Total Expenses                             20,838          33,643          94,982         312,840           2,208,315
-----------------------------------------------------------------------------------------------------------------------

Net Loss for the Period                   (20,838)        (33,643)        (94,982)       (312,840)         (2,162,815)
=======================================================================================================================

Basic loss per share                            -               -           (0.01)          (0.02)
=======================================================================================================================

Weighted average number of
common shares outstanding              18,521,000      18,521,000      18,493,000      17,906,000
=======================================================================================================================
</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>
<TABLE>
<CAPTION>
649.com, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(U.S. Dollars)
(unaudited)

====================================================================================
                                                               Nine Months Ended
                                                                 September 30,
                                                              2001          2000
                                                               $             $
------------------------------------------------------------------------------------
<S>                                                       <C>           <C>
Cash Flows Used In Operating Activities

Net loss                                                      (94,982)     (312,840)

Adjustments to reconcile net loss to cash

  Imputed interest                                             56,421        49,507
  Shares issued for domain name                                25,000             -
  Assets written-off                                                -        58,026
  Prepaid expenses written-off                                      -        35,000
  Accounts payable                                                  -       (46,622)

  Changes in non-cash working capital items

    Increase in accounts payable and accrued liabilities        4,669        48,588
------------------------------------------------------------------------------------

Net Cash Used In Operating Activities                          (8,892)     (168,341)
------------------------------------------------------------------------------------

Cash Flows From Financing Activities

  Advances                                                      8,921       161,292
------------------------------------------------------------------------------------

Net Cash Provided By Financing Activities                       8,921       161,292
------------------------------------------------------------------------------------

Increase (Decrease) in Cash                                        29        (7,049)

Cash - Beginning of Period                                         39         7,227
------------------------------------------------------------------------------------

Cash - End of Period                                               68           178
====================================================================================


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,  2001,  the  Company  has  not recognized any revenue, has a
     working  capital  deficit of $559,142, and has accumulated operating losses
     of  $2,162,815  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
          Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  121,
          "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
          Assets to be Disposed Of," requires that long-lived assets and certain
          identifiable  intangibles to be held and used by an entity be reviewed
          for  impairment  whenever  events or changes in circumstances indicate
          the  carrying  amount  of  an  asset  may  not be recoverable. For the
          purposes  of evaluating potential impairment, the Company's assets are
          grouped  by  the  entity  to  which  they  relate. Since adopting this
          statement,  the  Company  gives  consideration to events or changes in
          circumstances  for  each  of its entities. To date, management has not
          noted  any  evidence  of  impairment, and no related charges have been
          recognized  by  the  Company.


--------------------------------------------------------------------------------
                                                                        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,  2001.

     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.

     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.


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

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.  As  a  result,  the Company owes net
     advances  of  $502,558  at September 30, 2001 (2000: $480,631). Such amount
     was  not collateralized, did not bear interest, and had no stated repayment
     terms.  Imputed  interest  of $55,494 at September 30, 2001 (2000: $48,580)
     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, 2001, the
     Company  owes  this  stockholder  $8,242  (2000  - $8,242). During the nine
     months  ended  September 30, 2001 imputed interest of $927 (2000: $927) was
     charged  to  operations  and  treated  as  donated  capital.


5.   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, 2001 and December 31, 2000
     there  were  750,000  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.

     The  weighted  average number of shares under option and option price is as
     follows:

<TABLE>
<CAPTION>
                                                             Weighted      Weighted
                                                   Shares    Average       Average
                                                    Under     Option    Remaining Life
                                                   Option     Price       of Options
                                                      #                   $(Months)
<S>                                               <C>        <C>       <C>

          Beginning balance - December 31, 2000    750,000       0.50                7
          (audited)
          Granted                                        -
          Exercised                                      -
          Cancelled                                      -
          Lapsed                                  (750,000)                         (7)
                                                  ---------

          Ending balance - September 30, 2001            -          -                -
          (unaudited)
                                                  =========  ========  ================
</TABLE>


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

5.   Common  Stock  (continued)

     If  compensation  expense  had  been  determined  pursuant to SFAS 123, the
     Company's  net  loss  and  net  loss  per share would have been as follows:

<TABLE>
<CAPTION>
                                     September 30,    December 31,
                                         2001             2000
                                           $               $
                                      (unaudited)      (audited)
<S>                                 <C>              <C>
          Net loss
                As reported                (94,982)       (341,959)
                Pro forma                 (188,490)       (502,259)

          Basic net loss per share
                As reported                  (0.01)          (0.02)
                Pro forma                    (0.01)          (0.03)
</TABLE>


--------------------------------------------------------------------------------
                                                                       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 $2,162,815 and has a working capital
deficit  of  $559,142. 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.

We expect to continue to incur substantial losses in our efforts to establish a
new business.  Since inception, we have funded operations through common stock
issuances and related party loans in order to meet our strategic objectives.  We
believe that the Company will be able to arrange additional financing to
maintain start-up operations over the next 12 months. However, there can be no
assurance that we will be able to obtain sufficient funds to continue with our
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 interim
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


RESULTS OF CONTINUING OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2001 ("2001") COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 ("2000"):

The Company has no revenue for 2001 and 2000. Expenses decreased by $217,858 to
$94,982 in 2001 as compared to $312,840 in 2000.  There were no prepaid expenses
written off in 2001 as compared to $35,000 in 2000 nor were there any accounts
payable written off in 2001 as compared to $46,622 in 2000.  There was no
equipment and software written off in 2001 as compared to $58,026 in 2000.
General and administrative expenses decreased by $164,382 and research and
development decreased by $13,986.

The  net loss for 2001 was $94,982 as compared to $312,840 in 2000. Our net loss
per  share  was  $(0.01)  compared  to  $(0.02)  for the nine month period ended
September  30,  2001  and  2000,  respectively.

FINANCIAL CONDITION AND LIQUIDITY

At  September  30,  2001  the Company had cash and cash equivalents totaling $68
compared  to  $39  at  December  31,  2000.

Net cash used in operating activities of $8,892 was used during the nine months
ended September 30 2001 compared to $168,341 during the same period in 2000.

At September 30, 2001 the Company had advances of $8,921 compared to advances of
$161,292 at September 30 2000.  The Company receives advances from its' largest
stockholder, Bay Cove Investments Limited on an "as needed" basis. There is no
formal arrangement for these advances.


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


--------------------------------------------------------------------------------
                                                                         Page 14
<PAGE>
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 2001.

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 15
<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 REPORTS 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: July 22, 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: July 22, 2005
------------------------------
Cary Martin
Director / President and
Corporate Secretary


--------------------------------------------------------------------------------
                                                                         Page 16