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: JUNE 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.
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(Exact name of registrant as specified in its charter)
Texas 0-30381 760495640
- -------------------------------- ----------------- ---------------------------------
(State or other jurisdiction of (Commission File (IRS Employer Identification No.)
incorporation or organization) Number)
Suite 202, 1166 Alberni Street
Vancouver, British Columbia, Canada V6E 3Z3
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number
(including area code) (604) 648-2090
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(Former name, former address and former
fiscal year, if changed since last report) (Zip Code)
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 [X]
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 JUNE
30, 2003.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT
Yes [ ] No[X]
(Check one)
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Page 1
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
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Page F-1
649.com, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
(U.S. Dollars)
- ----------------------------------------------------------------------------------------------
June 30, December 31,
2003 2002
(Unaudited) (Audited)
$ $
- ----------------------------------------------------------------------------------------------
ASSETS
Current Assets
Cash 566 2,452
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Total Assets 566 2,452
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LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable 233,974 123,674
Accrued liabilities 1,356 6,000
Due to stockholders (Note 4) 8,242 8,242
Due to non-related parties (Note 5) 427,706 421,355
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Total Current Liabilities 671,278 559,271
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Stockholders' Deficit
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
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 4 and 5) 250,825 218,302
Deficit Accumulated During the Development Stage (2,499,615) (2,353,199)
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Total Stockholders' Deficit (670,712) (556,819)
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Total Liabilities and Stockholders' Deficit 566 2,452
==============================================================================================
The accompanying notes are an integral part of these financial statements
F-2
649.com, Inc.
(A Development Stage Company)
Consolidated Statements of Operations
(U.S. Dollars)
(Unaudited)
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Accumulated from
June 13, 1990
Three Months Ended Six Months Ended (Date of Inception)
June 30 June 30 to June 30,
2003 2002 2003 2002 2003
$ $ $ $ $
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Revenue - - - - 45,500
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Expenses
Accounts payable written-off - - - - (83,512)
Consulting fees 30,000 - 60,000 - 60,000
Depreciation and amortization - - - - 4,111
Equipment and software written-off - - - - 54,188
General and administrative 12,358 13,876 23,893 16,772 554,031
Imputed interest 16,330 18,714 32,523 37,429 250,825
Internet and web hosting fees 15,000 - 30,000 - 30,000
Prepaid expenses written-off - - - - 36,000
Research and development - 17,200 - 17,200 204,650
Stock-based compensation - - - - 1,434,822
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Total Expenses 73,688 49,790 146,416 71,401 2,545,115
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Net Loss for the Period (73,688) (49,790) (146,416) (71,401) (2,499,615)
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Basic loss per share - - - -
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Weighted average number
of common shares outstanding 47,520,650 18,520,650 47,520,650 18,520,650
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(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
649.com, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
Six Months Ended June 30
(U.S. Dollars)
(Unaudited)
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2003 2002
$ $
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Cash Flows To Operating Activities
Net loss (146,416) (71,401)
Adjustments to reconcile net loss to cash
Imputed interest 32,523 37,429
Changes in non-cash working capital items
Increase in accounts payable and accrued liabilities 105,656 15,803
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Net Cash Used In Operating Activities (8,237) (18,169)
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Cash Flows From Financing Activities
Advances 6,351 15,053
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Net Cash Provided By Financing Activities 6,351 15,053
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Decrease in Cash (1,886) (3,116)
Cash - Beginning of Period 2,452 41
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Cash - End of Period 566 (3,075)
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The accompanying notes are an integral part of these financial statements
F-4
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(expressed in U.S. Dollars)
(Unaudited)
1. Nature of Operations and Continuance of Business
649.com, Inc. (formerly, Market Formulation and Research Corp.) (a
Development Stage Company) (the "Company") was originally incorporated
under the laws of the State of Nevada on June 13, 1990 as MMM-Hunter
Associates, Inc. The Company was re-incorporated in Texas on March 1, 1996
under the name Market Formulation and Research Corp., for the purpose of
providing market formulation and research services. On May 12, 1999, the
Company amended its articles of incorporation, changed the name of the
Company to 649.com, Inc., and effected a 5-for-1 forward stock split.
On September 15, 1999, the Company entered into a Plan of Reorganization
and Acquisition (the "Acquisition Agreement") with 649.com, Inc., a private
company based in Alberta, Canada ("649"). Under the terms of the
Acquisition Agreement, the Company was required to issue 6,500,000 shares
of its common stock and $100,000 cash to the sole stockholder of 649, Bay
Cove Investments Limited, in exchange for all of the outstanding common
shares of 649. The total purchase price was $100,000. As of December 31,
1999, the cash portion of the acquisition price had not yet been paid, and
accordingly, such amount is included in due to stockholders (Note 4). No
amount was recorded for the issuance of shares.
The Company is considered a development stage company in accordance with
Statement of Financial Accounting Standards (SFAS) No. 7. These
consolidated financial statements have been prepared in accordance with
United States generally accepted accounting principles, on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities and commitments in the normal course of business. As at June
30, 2003, the Company has not recognized any revenue, has a working capital
deficit of $670,712, and has accumulated operating losses of $2,499,615
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-5
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.
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Page F-6
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 March 31, 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.
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Page F-7
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"). 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.
As a result, the Company owes net advances of $Nil at June 30, 2003 (2002:
$472,500). Such amount was not
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Page F-8
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(expressed in U.S. Dollars)
(Unaudited)
4. Related Party Transactions/Balances (continued)
collateralized, did not bear interest, and had no stated repayment terms.
Imputed interest of $Nil (2002: $18,405) 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 June 30, 2003, the Company
owes this stockholder $8,242. During the six months ended June 30, 2003
imputed interest of $618 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 six months ended
June 30, 2003 imputed interest of $31,905 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 June 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.
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Page F-9
ITEM 2. MANAGEMENTS' DISCUSSION AND ANLAYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
649.COM INC. (ABET.PK)
(A Development Stage Company)
QUARTERLY REPORT (SEC FORM 10-QSB)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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.
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 June 30 Ended June 30
2003 2002
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Operating Expenses 73,688 49,790
Income (loss) from continuing operations (73,688) (49,790)
Net (loss) Income (73,688) (49,790)
Information shown is for the three months ended June 30, 2003 and June 30, 2002
respectively.
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Page 3
THREE-MONTH PERIOD ENDED JUNE 30, 2003
OPERATING EXPENSES. Operating expenses for the three months ended June 30, 2003
were $73,688 compared to $49,790 at June 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.
PROVISION FOR INCOME TAXES. No tax provision was made for the three months ended
June 30, 2003.
FINANCIAL CONDITION AND LIQUIDITY
LIQUIDITY AND CAPITAL RESOURCES. At June 30, 2003 the Company had cash and cash
equivalents totaling $566 compared to $2,452 at June 30, 2002
There are no cash activities from financing activities for the three months
ended June 30, 2003.
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.
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Page 4
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)
August 7, 2003 /s/ John Buddo
- ---------------------------------- ----------------------------------------
John Buddo
(Date) President, Director
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Page 5
SECTION 302 CERTIFICATION
I, John Buddo certify that:
1. I have reviewed this quarterly report on Form 10-QSB of 649.com Inc;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those, particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there was significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
August 7, 2003 /s/ John Buddo
- ----------------------------------- ----------------------------------------
(Date) John Buddo
President, Director
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Page 6
CERTIFICATION PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of 649.com Inc. on form 10-Q for the
period ended June 30th, 2003 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, John Buddo, President of the
Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to section 906
of the Sarbanes-Oxley Act of 2002, that:
The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
August 7, 2003 /s/ John Buddo
- ----------------------------------- ----------------------------------------
(Date) John Buddo
President, Director
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Page 7