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, 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        (Commission             (IRS Employer
of incorporation or organization)   File Number)         Identification No.)


   Suite 505, 1166 Alberni Street
   Vancouver, British Columbia, Canada                         V6E 3Z3
----------------------------------------                      ----------
(Address of principal executive offices)                      (Zip Code)


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


   Suite 202, 1166 Alberni Street
 Vancouver, British Columbia, Canada                            V6E 3Z3
----------------------------------------                      ----------
(Former name, former address and former                       (Zip Code)
fiscal year, if changed since last report)


Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act of 1934 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 [ ]     No [X]


--------------------------------------------------------------------------------
                                                                          Page 1
<PAGE>
          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                         DURING THE PRECEDING FIVE YEARS

Check  whether  the  registrant  filed  all documents and reports required to be
filed  by  Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities  under  a  plan  confirmed  by  a  court.

Yes [ ]     No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest  practicable  date.  47,520,650 COMMON SHARES AS AT
NOVEMBER  13,  2003.

                  TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT

Yes [ ]     No [X]
(Check one)

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

                                   FORM 10-QSB


PART 1 - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

Consolidated Balance Sheets. . . . . . . . . . . . . . . . . . . . . . . . . F-2

Consolidated Statement of Operations and Comprehensive Loss. . . . . . . . . F-3

Consolidated Statement of Cash Flow. . . . . . . . . . . . . . . . . . . . . F-4

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . F-5





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

=====================================================================================================
                                                                        September 30,   December 31,
                                                                            2003            2002
                                                                             $                $
                                                                         (unaudited)      (audited)
-----------------------------------------------------------------------------------------------------
<S>                                                                    <C>              <C>
ASSETS

Current Assets

Cash                                                                              433          2,452
-----------------------------------------------------------------------------------------------------
Total Assets                                                                      433          2,452
=====================================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable                                                              285,674        123,674
Accrued liabilities                                                             1,289          6,000
Due to stockholders                                                             8,242          8,242
Due to non-related parties                                                    433,717        421,355
-----------------------------------------------------------------------------------------------------
Total Current Liabilities                                                     728,922        559,271
-----------------------------------------------------------------------------------------------------

Stockholders' Deficit

Preferred stock, 5,000,000 shares authorized
with a par value of $0.001
Common Stock: 100,000,000 common shares authorized with a par value
of $0.001; 47,520,650, (December 31, 2002 - 47,520,650)                        47,521         47,521

Additional paid-in capital                                                  1,530,557      1,530,557

Donated capital                                                               267,321        218,302

Deficit Accumulated During the Development Stage                           (2,573,888)    (2,353,199)
-----------------------------------------------------------------------------------------------------
Total Stockholders' Deficit                                                  (728,489)      (556,819)
-----------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit                                       433          2,452
=====================================================================================================
</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)
(Unaudited)
==========================================================================================================
                                                                                          Accumulated from
                                                                                            June 13, 1990
                                                                                              (Date of
                                           Three Months Ended          Nine Months Ended      Inception)
                                              September 30                September 30     to September 30,
                                           2003          2002          2003          2002        2003
                                             $             $             $             $           $
==========================================================================================================
<S>                                    <C>           <C>           <C>           <C>           <C>
Revenue                                          -             -             -             -       45,500
----------------------------------------------------------------------------------------------------------

Expenses

  Accounts payable written-off                   -             -             -             -      (83,512)
  Consulting fees                           30,000        10,000        90,000        10,000      130,000
  Depreciation and amortization                  -             -             -             -        4,111
  Equipment and software written-off             -             -             -             -       54,188
  General and administrative                12,777        16,105        36,670        32,877      566,808
  Imputed interest                          16,496        19,807        49,019        57,236      267,321
  Internet and web hosting fees             15,000        25,000        45,000        25,000       85,000
  Prepaid expenses written-off                   -             -             -             -       36,000
  Research and development                       -       (10,000)            -         7,200      124,650
  Stock-based compensation                       -             -             -             -    1,434,822
----------------------------------------------------------------------------------------------------------

Total Expenses                              74,273        60,912       220,689       132,313    2,619,388
----------------------------------------------------------------------------------------------------------

Net Loss for the Period                    (74,273)      (60,912)     (220,689)     (132,313)  (2,573,888)
==========================================================================================================

Basic loss per share                             -             -             -          (.01)
==========================================================================================================

Weighted average number of
common shares outstanding               47,520,650    18,520,650    47,520,650    18,520,650
==========================================================================================================
</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


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
649.com, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(U.S. Dollars)
(Unaudited)
                                                            Nine Month Ended
                                                           September 30, 2003
                                                            2003         2002
                                                              $            $
--------------------------------------------------------------------------------
<S>                                                    <C>           <C>
Cash Flows To Operating Activities

Net loss                                                  (220,689)    (132,313)

Adjustments to reconcile net loss to cash

Imputed interest                                            49,019       57,236

Changes in non-cash working capital items

Increase in accounts payable and accrued liabilities       157,288       70,196
--------------------------------------------------------------------------------

Net Cash Used In Operating Activities                      (14,382)     (24,881)
--------------------------------------------------------------------------------

Cash Flows From Financing Activities

Advances                                                    12,363       29,139
--------------------------------------------------------------------------------

Net Cash Provided By Financing Activities                   12,363       29,139
--------------------------------------------------------------------------------

Increase (Decrease) in Cash                                 (2,019)       4,258

Cash - Beginning of Period                                   2,452           41
--------------------------------------------------------------------------------
Cash - End of Period                                           433        4,299
================================================================================
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                      F-4
<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 September 30,
     2003,  the  cash  portion  of  the acquisition price had not yet been paid.
     During  fiscal  2002  EuroCapital  Holdings  AW "EuroCapital" a non related
     party  assumed  the  amount  due to Bay Cove (Notes 4 and 5). 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,  2003,  the  Company  has  not recognized any revenue, has a
     working  capital  deficit of $728,489, and has accumulated operating losses
     of  $(2,573,888)  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.

     The Company filed an 10SB registration statement which has been approved by
     the  SEC. The Company is currently trading on the Pink Sheets and is in the
     process  of  applying  for  a  listing  on  the  OTC  BB.


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 September 30,
     2003,  the  cash  portion  of  the acquisition price had not yet been paid.
     During  fiscal  2002  EuroCapital  Holdings  AW "EuroCapital" a non related
     party  assumed  the  amount  due to Bay Cove (Notes 4 and 5). 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-5
<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-6
<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,  2003.

     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-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  (continued)

     n)   New  Accounting  Pronouncements

          FASB  has  also issued SFAS No. 147 and 149 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.

          In  December  2002,  the  FASB  issued  SFAS  No. 148, "Accounting for
          Stock-Based  Compensation  -  Transition and Disclosure," which amends
          SFAS  No.  123  to  provide  alternative  methods  of transition for a
          voluntary  change  to  the  fair  value based method of accounting for
          stock-based  employee  compensation. In addition, SFAS No. 148 expands
          the  disclosure requirements of SFAS No. 123 to require more prominent
          disclosures  in both annual and interim financial statements about the
          method  of  accounting  for  stock-based employee compensation and the
          effect  of  the  method  used  on  reported  results.  The  transition
          provisions  of SFAS No. 148 are effective for fiscal years ended after
          December  15, 2002. The transition provisions do not currently have an
          impact  on  the Company's financial position and results of operations
          as  the  Company  has  not  elected to adopt SFAS No. 123's fair value
          based  method of accounting for stock-based employee compensation. The
          disclosure  provisions  of  SFAS  No.  148 are effective for financial
          statements  for interim periods beginning after December 15, 2002. The
          Company  adopted  SFAS  No.  148  on  January  1,  2003. The effect of
          adoption  of  this standard on the Company's results of operations and
          financial  position  is  not  expected  to  be  material.

          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".

     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, 2003
     (2002:  $472,500).  Such  amount  was  not  collateralized,  did  not  bear


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


     interest,  and  had  no  stated  repayment  terms. Imputed interest of $Nil
     (2002:  $53,156)  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, 2003, the
     Company  owes  this  stockholder  $8,242.  During  the  nine  months  ended
     September  30,  2003 imputed interest of $927 was charged to operations and
     treated  as  donated  capital.


5.   Due  to  Non-Related  Parties

     The  amounts  owing to non-related parties are non-interest bearing with no
     specific terms of repayment and due on demand. During the nine months ended
     September  30,  2003  imputed interest of $48,092 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, 2003 and December 31, 2002
     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-9
<PAGE>
                             649.COM INC. (ABET.PK)
                          (A Development Stage Company)

                       QUARTERLY REPORT (SEC FORM 10-QSB)


OVERVIEW

The Company is an on-line gaming software marketing company. They have developed
a  proprietary,  instant  on-line  lottery  software program that they 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.

The  Company  will  earn revenue from the sale of licenses and from royalty fees
generated  from  the  gross  revenue  of  the  Licensee's  lottery  operation.

The  Company  has  not  yet commenced marketing but expects to sell a License to
operate  an on-line lottery game for approximately $250,000 and earn an on-going
royalty  fee of 5% of the licensees' ticket sales.  The Company does not propose
to  sell a License to any Company that is not operating under government license
or in a jurisdiction that does not allow on-line gaming. The Company proposes 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.


ITEM 2.   MANAGEMENTS'  DISCUSSION  AND  ANLAYSIS  OF  FINANCIAL  CONDITION  AND
          RESULTS  OF  OPERATIONS

          a)   PLAN  OF  OPERATION.

               i)   The  Company  has  negotiated  an Insurance Policy with PIMS
                    Insurance  Company  of  the  United  Kingdom  to provide the
                    Company  with a guarantee of 1 million as the Prize pool for
                    the  winner  of  the  649.com  instant  lottery  draw.

               ii)  The  cost  of this Insurance Policy is 65,000 ($100,000) and
                    the  Company  proposes to raise up to $250,000 to cover this
                    cost  and  provide  working  capital  for  marketing  and
                    overheads.

               iii) As  soon as the Company has raised the funding, they will be
                    in  a position to launch the marketing and Sale of Licenses.

               iv)  The Company also proposes to enhance the current software by
                    developing  more Lottery games such as the ability to bet on
                    the  number  of colored balls and the total aggregate of the
                    winning  numbers.


--------------------------------------------------------------------------------
                                                                          Page 3
<PAGE>
RESULTS  OF  CONTINUING  OPERATIONS

The  following table sets forth, for the periods indicated, selected information
from  649.com's  consolidated  statement  of  operations:

                                                Three Months    Three Months
                                               Ended Sept 30   Ended Sept. 30
                                                    2003            2002
     ------------------------------------------------------------------------

     Operating Expenses                            74,273          60,912
     Income (loss) from continuing operations     (74,273)        (60,912)
     Net (loss) Income                            (74,273)        (60,912)

Information shown is for the three months ended September 30, 2003 and September
30,  2002  respectively.

THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2003

OPERATING  EXPENSES. Operating expenses for the three months ended September 30,
2003  were $74,273 compared to $60,912 at September 30, 2002.  The major expense
items  were  for consulting fees, administrative, Internet and web hosting fees.
The  increase  in  operating  expenses  is  a result of the Company preparing to
launch  their  marketing  initiative.

NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2003

OPERATING  EXPENSES.  Operating expenses for the nine months ended September 30,
2003  were  $220,689  compared  to  $132,313  at  September 30, 2002.  The major
expense items were for consulting fees, administrative, Internet and web hosting
fees.  The  increase in operating expenses is a result of higher consulting fees
during  that  period.


FINANCIAL CONDITION AND LIQUIDITY

LIQUIDITY  AND CAPITAL RESOURCES. At September 30, 2003 the Company had cash and
cash  equivalents  totaling  $433  compared  to  $2,452  at  December  31,  2002

The  Company  received  cash  advances of $12,363 and used $14,000 to fund their
operating  activities.


--------------------------------------------------------------------------------
                                                                          Page 4
<PAGE>
PART II - OTHER  INFORMATION

ITEM 1.   LEGAL  PROCEEDINGS

None.

ITEM  2.  CHANGES  IN  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.

(a)   Exhibits.

      None.

(b)   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)



November 13, 2003                               /s/  John  Buddo
-----------------                               --------------------------
                                                John  Buddo
(Date)                                          President,  Director


--------------------------------------------------------------------------------
                                                                          Page 5
<PAGE>