UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

      DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  SEPTEMBER 24, 2004


                                  649.COM, INC.
           ----------------------------------------------------------
             (Exact name of registrant as specified in its charter)


               Texas                      000-30381            760495640
  -------------------------------     ----------------     -------------------
  (State or other jurisdiction of     (Commission File       (IRS Employer
   incorporation or organization)          Number)         Identification No.)


       Suite 212, 1166 Alberni Street                       V6E 3Z3
     Vancouver, British Columbia, Canada
  ----------------------------------------            --------------------
  (Address of principal executive offices)                 (Zip Code)


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

  ----------------------------------------            --------------------
     (Former name or former address if                     (Zip Code)
        changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions.

[ ]  Written communication pursuant to Rule 425 under the Securities Act (17 CFR
     230.425)
[ ]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)
[ ]  Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange  Act  (17  CFR  240.14d-2(b))
[ ]  Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange  Act  (17  CFR  240.13e-4(c))



SECTION 1      REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01      ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

               No events to report.

ITEM 1.02      TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

               No events to report.

ITEM 1.03      BANKRUPTCY OR RECEIVERSHIP.

               No events to report.


SECTION 2      FINANCIAL INFORMATION

ITEM 2.01      COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

               No events to report.

ITEM 2.02      RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

               No events to report.

ITEM 2.03      CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
               AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

               On September 24th 2004, the Registrant signed a Promissory Note
               confirming a financial obligation in the amount of FOUR THOUSAND
               U.S. DOLLARS (US$4,000.00). The loan shall be due and payable
               within 12 months, from date of execution, and shall earn simple
               interest at a rate of 10% per annum. In addition, the Registrant
               is responsible for a loan fee of 10% of the principal amount.
               Payment of the capital, accrued interest and loan fee shall be
               repayable by the Registrant at the end of the term.

ITEM 2.04      TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL
               OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
               ARRANGEMENT.

               No events to report.

ITEM 2.05      COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.

               No events to report.

ITEM 2.06      MATERIAL IMPAIRMENTS.

               No events to report.


SECTION 3      SECURITIES AND TRADING MARKETS

ITEM 3.01      NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING
               RULE OR STANDARD; TRANSFER OF LISTING.

               No events to report.



ITEM 3.02      UNREGISTERED SALES OF EQUITY SECURITIES.

               No events to report.

ITEM 3.03      MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

               No events to report.


SECTION 4      MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS

ITEM 4.01      CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

               No events to report.

ITEM 4.02      NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
               RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.

               No events to report.


SECTION 5      CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.01      CHANGES IN CONTROL OF REGISTRANT.

               No events to report.

ITEM 5.02      DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
               DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

               No events to report.

ITEM 5.03      AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
               FISCAL YEAR.

               No events to report.

ITEM 5.04      TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE
               BENEFITS PLAN.

               No events to report.

ITEM 5.05      AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A
               PROVISION OF THE CODE OF ETHICS.

               No events to report.


SECTION 6      [RESERVED]


SECTION 7      REGULATION FD

ITEM 7.01      REGULATION FD DISCLOSURE.

               No events to report.



SECTION 8      OTHER EVENTS

ITEM 8.01      OTHER EVENTS.

               No events to report.


SECTION 9      FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01      FINANCIAL STATEMENTS AND EXHIBITS.

               No events or exhibits to report.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


649.COM INC.


- ----------------------------------------
Mark Glusing, President

September 27, 2004
- ----------------------------------------
Date