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, 2004

[ ]  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 202, 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)

                                    ---------

----------------------------------------              ------------------------
(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 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]

          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
MAY 12, 2004.

                  TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT

Yes [ ]     No [X]
(Check one)


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                                                                          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)


                                                                  March 31,    December 31,
                                                                    2004           2003
                                                                      $              $
                                                                 (unaudited)     (audited)
<S>                                                              <C>           <C>
ASSETS

Current Assets

Cash                                                                     102             81
Prepaid expenses                                                           -             19
--------------------------------------------------------------------------------------------

Total Assets                                                             102            100
============================================================================================


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable (Note 3)                                            194,584        184,224
Accrued liabilities                                                      850          2,000
Due to stockholders (Note 4)                                           8,242          8,242
Due to non-related parties (Note 5)                                  423,050        421,414
--------------------------------------------------------------------------------------------

Total Current Liabilities                                            626,726        615,880
--------------------------------------------------------------------------------------------

Stockholders' Deficit

Common Stock: 100,000,000 common shares authorized with
a par value of $0.001; 47,520,650 shares issued and
outstanding respectively (Note 6)                                     47,521         47,521

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

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

Donated capital (Notes 3 and 4)                                      432,340        416,167

Deficit Accumulated During the Development Stage                  (2,637,042)    (2,610,025)
--------------------------------------------------------------------------------------------

Total Stockholders' Deficit                                         (626,624)      (615,780)
--------------------------------------------------------------------------------------------

Total Stockholders' Liabilities and Deficit                              102            100
============================================================================================
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                                                        Page 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
                                                            Three Months Ended       (Date of Inception)
                                                                  March 31,              to March 31,
                                                            2004           2003              2004
                                                              $              $                 $
<S>                                                     <C>           <C>             <C>

Revenue                                                           -               -               45,500
---------------------------------------------------------------------------------------------------------

Expenses

Accounts payable written off                                      -               -              (83,512)
Consulting fees (Note 3(a))                                       -          30,000              140,000
Depreciation and amortization                                     -               -                4,111
Equipment software written off                                    -               -               54,188
General and administrative                                   10,844          11,535              589,943
Imputed interest                                             16,173          16,193              297,340
Internet and Web hosting fees (Note 3(b))                         -          15,000               85,000
Prepaid expenses written off                                      -               -               36,000
Research and development                                          -               -              124,650
Stock-based compensation                                          -               -            1,434,822
---------------------------------------------------------------------------------------------------------

Total Expenses                                               27,017          72,728            2,682,542
---------------------------------------------------------------------------------------------------------

Net Loss for the Period                                     (27,017)        (72,728)          (2,637,042)
=========================================================================================================

Basic Loss per Share                                          (0.00)          (0.00)
=========================================================================================================

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


                                                                        Page F-3
<PAGE>
<TABLE>
<CAPTION>
649.com, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(U.S. Dollars)
(Unaudited)

                                                          Three Months Ended
                                                               March 31,
                                                           2004         2003
                                                            $            $
<S>                                                     <C>          <C>
Cash Flows To Operating Activities

Net loss                                                   (27,017)    (72,728)

Adjustments to reconcile net loss to cash

Imputed interest                                            16,173      16,193

Changes in non-cash working capital items

Increase in prepaid expenses and other current assets           19           -
Increase in accounts payable and accrued liabilities         9,210      50,970
-------------------------------------------------------------------------------

Net Cash Used In Operating Activities                       (1,615)     (5,565)
-------------------------------------------------------------------------------

Cash Flows From Financing Activities

Advances                                                     1,636       3,874
-------------------------------------------------------------------------------

Net Cash Provided By Financing Activities                    1,636       3,874
-------------------------------------------------------------------------------

Increase (Decrease) in Cash                                     21      (1,691)

Cash - Beginning of Period                                      81       2,452
-------------------------------------------------------------------------------

Cash - End of Period                                           102         761
===============================================================================
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                                                        Page 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 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 5). No
     amount  was  recorded for the issuance of 6,500,000 shares. The debt to the
     stockholder  was  settled  on  November  15,  2002.

     This  acquisition  was  essentially a recapitalization of the Company and a
     reverse  takeover by 649. Pursuant to reverse takeover accounting, goodwill
     and  other  intangible  assets  were  not  recorded.  The  acquisition  was
     accounted for using the purchase method of accounting for reverse takeovers
     whereby  the historical financial statements are those of 649. 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.

     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
     accounting  principles  generally accepted in the United States, 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, 2004, the Company has not recognized any revenue,
     has  a  working  capital deficit of $626,624, and has accumulated operating
     losses  of  $2,637,042 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.   Significant  Accounting  Principles

     a)   Basis  of  Accounting

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

     b)   Consolidation

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

     c)   Year  End

          The  Company's  fiscal  year  end  is  December  31.


--------------------------------------------------------------------------------
                                                                        Page F-5
<PAGE>
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(expressed in U.S. dollars)
(Unaudited)

2.   Significant Accounting Principles (continued)

     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  Currency  Transactions/Balances

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

     f)   Use  of  Estimates  and  Assumptions

          The  preparation  of financial statements in conformity with generally
          accepted  accounting  principles  in  the  United  States  of  America
          requires  management to make estimates and assumptions that affect the
          reported  amounts  of  assets  and  liabilities  and  disclosure  of
          contingent  assets  and  liabilities  at  the  date  of  the financial
          statements  and  the  reported amounts of revenues and expenses during
          the  reporting  periods.  Actual  results  could  differ  from  those
          estimates.

     g)   Revenue  Recognition

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

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

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

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

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

     h)   Long-Lived  Assets

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


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

2.   Significant Accounting Principles (continued)

     i)   Concentration  of  Credit  Risk

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

     j)   Software  Development  Costs

          Costs  incurred  in  the research and development of software products
          are  charged to operations as incurred until technological feasibility
          has  been established. After technological feasibility is established,
          any additional costs are to be capitalized in accordance with SFAS No.
          86,  "Accounting  for the Cost of Computer Software to be Sold, Leased
          or Otherwise Marketed". The establishment of technological feasibility
          and  the  ongoing assessment of recoverability of capitalized software
          development  costs  require  considerable  judgment by management with
          respect  to  certain  external  factors  such  as  anticipated  future
          revenues, estimated economic life and changes in software and hardware
          technologies.  No  software development costs have been capitalized as
          of  March  31,  2004.

     k)   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.

     l)   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.  Loss per share information does not
          include  the  effect  of  any potential common shares, as their effect
          would  be  anti-dilutive.

     m)   Comprehensive  Loss

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

     n)   Financial  Instruments

          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)

2.   Significant  Accounting  Principles  (continued)

     o)   New  Accounting  Pronouncements

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

          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".

     p)   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.

3.   Accounts  Payable

     a)   On  October  1,  2003,  the  Company  reached an agreement with Syntec
          Software S.A. to waive on-line software development fees owing for the
          period  from  February  1, 2003 to October 1, 2003. The value of these
          fees  of  $90,000  was  treated  as  donated  capital.

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


--------------------------------------------------------------------------------
                                                                        Page F-8
<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").  No  formal
     arrangement  exists for such advances, which have historically been made or
     received  on  an "as-needed" basis. During fiscal 2002 EuroCapital Holdings
     AVV ("EuroCapital") a non-related party assumed the amount due to Bay Cove.
     On  November 15, 2002 the Company issued 29,000,000 common shares at $.0034
     per  share  to  settle  debt  of  $98,600.

     During  the  years  ended  December 31, 1999 and 1998, the Company received
     legal  services  from  Intrepid  International,  Ltd.  ("Intrepid"),  a
     significant  stockholder  of the Company. As of March 31, 2004, the Company
     owes  this stockholder $8,242 (2003: $8,242). During the three months ended
     March  31,  2004  imputed  interest  of  $309  (2003:  $309) 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 three months
     ended  March  31,  2004  imputed  interest  of  $15,864 (2003: $15,884) 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 March 31, 2004 and December 31, 2003 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.

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


--------------------------------------------------------------------------------
                                                                        Page F-9
<PAGE>
                             649.COM INC. (ABET.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.

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

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

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

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

We have requested Syntec Software to further develop a new software program,
similar to a conventional lottery game, which will enable a land based lottery
organization to sell millions of tickets on-line, for a specific draw date, as
an alternative to the instant draw.  They have agreed to provide this new
software as soon as we have raised working capital to pay them.

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

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


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

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


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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 $2,637,042 and has a working capital
deficit  of  $626,624. 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 selling banner advertising on our
web site as soon as the software program has been launched, although with the
decrease in advertising rates and the lack of advertisers, we may find
difficulty in generating any significant revenue from this source. We will also
earn revenue from sending players to other gaming sites. This is typically
achieved through an affiliate program that is offered by a gaming site who would
pay as much as $100 per referral.

RESULTS OF CONTINUING OPERATIONS

Thee months ended March 31, 2004 ("2004") compared to the three months ended
March 31, 2003 ("2003"):

The Company has no revenue for 2004 and 2003. Expenses decreased by $45,711 to
$27,017 in 2004 as compared to $72,278 in 2003.  There were no consulting fees
in 2004 as compared to $30,000 in 2003.  There were no Internet and web hosting
fees in 2004 as compared to $15,000 in 2003.

The  net  loss for 2004 was $27,017 as compared to $72,728 in 2003. Our net loss
per  share  remained  at  $nil  for  2004  and  2003.

FINANCIAL CONDITION AND LIQUIDITY

At  March  31,  2004  the  Company  had  cash and cash equivalents totaling $102
compared  to  $81  at  December  31,  2003.

The  Company  received  cash  advances of $1,636 from a non-related party, these
amounts  are unsecured, non-interest bearing and due on demand. These funds were
used to fund our operating activities and increase our cash position by 421.  As
a  result,  our  cash position has increased during 2004 to $102 and our working
capital  deficit,  as  at  March  31,  2004,  is  $626,624.


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.


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Within 90 days prior to the date of this report, our management carried out an
evaluation, under the supervision and with the participation of the management
on the effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14.  Based upon the foregoing, our
President concluded that our disclosure controls and procedures are effective in
connection with the filing of this Quarterly Report on Form 10-QSB for the
period ended March 31, 2004.

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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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.

/s/ Mark Glusing                       Date: May 12, 2004
---------------------------
Mark Glusing
President / Director


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

/s/ Mark Glusing                       Date: May 12, 2004
---------------------------
Mark Glusing
President / Director


/s/ Cary Martin                        Date: May 12, 2004
---------------------------
Cary Martin
Secretary / Treasurer / Director


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