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): FEBRUARY 1, 2005
649.COM, INC.
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(Exact name of registrant as specified in its charter)
Texas 000-30381 760495640
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification No.)
Suite 212, 1166 Alberni Street
Vancouver, British Columbia, Canada V6E 3Z3
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (604) 648-2090
(including area code)
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(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 February 1st 2005, the Registrant signed a Promissory Note
confirming a financial obligation in the amount of FIVE THOUSAND
U.S. DOLLARS (US$5,000.00). The loan shall be due and payable
within 6 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.
At the option of the Lender, the loan may be converted to common
shares of the Registrant's stock, at any time prior to repayment.
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.
/s/ Mark Glusing
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Mark Glusing, President
February 1, 2005
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Date