EXHIBIT 1


                           MINUTES OF A MEETING OF THE
                       BOARD OF DIRECTORS OF 649.COM INC.
                     HELD ON THE 30TH DAY OF DECEMBER, 2003


The following resolutions were passed by the Board of Directors of 649.com Inc.
(the "Corporation") having been consented to and adopted in writing by all the
Directors of the Corporation as at December 30, 2003.

WHEREAS, the undersigned are directors of 649.com Inc., a company incorporated
in Texas, and they desire that the actions set forth underneath shall be
adopted.

NOW  THEREFORE  the  undersigned  hereby adopts the following resolutions, which
shall  have  the same force and effect as if adopted at a duly called meeting of
the  Directors:

RESOLVED THAT:

     1.   The Board of Directors accepts the resignation of Mr. John Buddo as
          President and Director of the Corporation;

     2.   The Board of Directors appoints Mr. Cary C. Martin as a director of
          the Corporation. The party has agreed by written consent to act as a
          director of the Corporation;

     3.   The Board of Directors appoints Mr. Mark Glusing to the position of
          President and Mr. Cary C. Martin as Corporate Secretary of the
          Corporation.


EFFECTIVE this 30th day of December, 2003.



/s/ Mark Glusing                            /s/ Cary C. Martin
- -----------------------------------         -----------------------------------
Mark Glusing, President                     Cary C. Martin, Director




Accepted for filing in the Corporation's
records this 30th day of December, 2003.    /s/ Mark Glusing
                                            -----------------------------------
                                            Mark Glusing, President