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:  MARCH 31, 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)


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                                                                          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 MARCH
31, 2002.

                  TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT

Yes  [_]     No  [X]
(Check one)


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

                                      FORM 10-QSB

<S>                                                                          <C>
PART 1 - FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS

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 . . . .   12

ITEM 3.   CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . . . .   13


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>


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

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

Current Assets

Cash                                                                                 -             41
------------------------------------------------------------------------------------------------------

Total Assets                                                                         -             41
======================================================================================================


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Bank overdraft                                                                   3,054              -
Accounts payable                                                                18,976         19,674
Accrued liabilities                                                              4,500          4,000
Due to stockholders (Note 4)                                                   498,851        498,851
------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                      525,381        522,525
------------------------------------------------------------------------------------------------------

Stockholders' Deficit

Common Stock: 100,000,000 common shares authorized with a par
value of $0.001; 18,520,650 shares 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 (Note 4)                                                       161,868        143,154

Deficit Accumulated During the Development Stage                            (2,166,727)    (2,145,116)
------------------------------------------------------------------------------------------------------

Total Stockholders' Deficit                                                   (525,381)      (522,484)
------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Deficit                                          -             41
======================================================================================================
</TABLE>

    The accompanying notes are an integral part of these financial statements


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                                                                        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     (Date of Inception)
                                                  March 31,            to March 31,
                                             2002          2001            2001
                                               $             $               $
---------------------------------------------------------------------------------------
<S>                                       <C>          <C>          <C>
Revenue                                       -            -                    45,500
---------------------------------------------------------------------------------------

Expenses

Accounts payable written-off                       -            -              (83,512)
Depreciation and amortization                      -            -                4,111
Equipment and software written-off                 -            -               54,188
General and administrative                     2,897        3,206              487,300
Imputed interest                              18,714       18,707              161,868
Prepaid expenses written-off                       -            -               36,000
Research and development                           -       23,900              117,450
Stock-based compensation                           -            -            1,434,822
---------------------------------------------------------------------------------------

Total Expenses                                21,611       45,813            2,212,227
---------------------------------------------------------------------------------------

Net Loss for the Period                      (21,611)     (45,813)          (2,166,727)
=======================================================================================

Basic loss per share                               -            -
---------------------------------------------------------------------------------------

Weighted average number of common shares
outstanding                               18,521,000   18,437,000
=======================================================================================
</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>
                                                              Three Months Ended
                                                                   March 31,
                                                               2002         2001
                                                                 $            $
----------------------------------------------------------------------------------
<S>                                                       <C>          <C>
Cash Flows To Operating Activities

Net loss                                                     (21,611)     (45,813)

Adjustments to reconcile net loss to cash

  Imputed interest                                            18,714       18,707
  Shares issued for domain name                                    -       25,000

  Changes in non-cash working capital items

    Increase in accounts payable and accrued liabilities        (198)         972
----------------------------------------------------------------------------------
Net Cash Used In Operating Activities                         (3,095)      (1,134)
----------------------------------------------------------------------------------

Cash Flows From Financing Activities
  Advances                                                         -        1,840
----------------------------------------------------------------------------------
Net Cash Provided By Financing Activities                          -        1,840
----------------------------------------------------------------------------------
Increase (Decrease) in Cash                                   (3,095)         706
Cash - Beginning of Period                                        41           39
----------------------------------------------------------------------------------
Cash (Deficiency) - End of Period                             (3,054)         745
==================================================================================
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


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                                                                        Page F-6
<PAGE>
649.com, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(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 March
     31, 2002, the Company has not recognized any revenue, has a working capital
     deficit of $525,381, and has accumulated operating losses of $2,166,727
     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.


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                                                                        Page F-7
<PAGE>
649.com, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(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.


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                                                                        Page F-8
<PAGE>
649.com, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(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 March 31, 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.


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                                                                        Page F-9
<PAGE>
649.com, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(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.


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 $490,609 at March 31, 2002 (2001: $486,477). Such amount was
     not collateralized, did not bear interest, and had no stated repayment
     terms. Imputed interest of $18,405 at March 31, 2002 (2001: $18,398) was
     charged to operations and treated as donated capital.


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                                                                       Page F-10
<PAGE>
649.com, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(U.S. Dollars)
(unaudited)

4.   Related Party Transactions/Balances (continued)

     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 March 31, 2002, the Company
     owes this stockholder $8,242 (2000 - $8,242). During the three months ended
     March 31, 2002 imputed interest of $309 (2001: $309) 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 March 31, 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.


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                                                                       Page F-11
<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 $2,166,727 and has a working capital
deficit of $525,381. 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


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                                                                         Page 12
<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

Three months ended March 31, 2002 ("2002") compared to the three months ended
March 31, 2001 ("2001"):

The Company has no revenue for 2002 and 2001. Expenses decreased by $24,202 to
$21,611 in 2002 as compared to $45,813 in 2001.  The general and administrative
expenses were reduced by $309 in 2002 and there were no research and development
expenses in 2002.

The  net  loss for 2002 was $21,611 as compared to $45,813 in 2001. Our net loss
per  share  remained  at  $nil  for  2002  and  2001.

FINANCIAL CONDITION AND LIQUIDITY

At March 31, 2002 the Company had cash and cash equivalents totaling $0 compared
to  $41  at  December  31,  2001.

Net cash used in operating activities of $3,095 was used during the three months
ended March 31 2002 compared to $1,134 during the same period in 2001.

At March 31, 2002 the Company had advances of $nil compared to advances of
$1,840 at March 31 2001.

To conclude this section, during the three months ended March 31 2002 the
Company used $3,095 in operating activities compared to $1,134 in the prior
period in 2001.

There are no cash activities from financing activities for the three months
ended March 31, 2002.


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.


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<PAGE>
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 March 31 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.


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<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: 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


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