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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549


                                  FORM 10-KSB


[X]  ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934

     For the fiscal year ended: DECEMBER 31, 2005

[ ]  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 File           (IRS Employer
     of incorporation or              Number)             Identification No.)
       organization)

    Suite 206, 388 Drake Street                            V6B 6A8
  Vancouver, British Columbia, Canada
----------------------------------------    ------------------------------------
(Address of principal executive offices)                  (Zip Code)


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


    Suite 212, 1166 Alberni Street
  Vancouver, British Columbia, Canada                      V6E 3Z3
---------------------------------------     ------------------------------------
(Former name, former address and former                   (Zip Code)
  fiscal year, if changed since last
              report)

Securities registered pursuant to Section 12(b) of the Act:     None

Securities registered pursuant to Section 12(g) of the Act:     Common Stock


<PAGE>
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act 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     [X]     No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
or Regulation S-B is not contained herein, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.  [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

Yes     [ ]     No [X]

Revenues for the year ended December 31, 2005 were $0.00.

The aggregate value of the issuer's common stock held by non-affiliates
(assuming that the issuer's only affiliates are its' directors, officers and 10%
or greater stockholders) of the issuer as of December 31, 2005 was US$62.


REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

                                 Not applicable.

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant's classes of
common equity, as of the latest practicable date:

March 29, 2006 - 475,206 Common Shares

                       DOCUMENTS INCORPORATED BY REFERENCE

A description of "Documents Incorporated by Reference" is contained in Item 13
of this Report.

Transitional Small Business Disclosure Format     Yes [X]     No [ ]


<PAGE>
<TABLE>
<CAPTION>
                                  649.COM INC.

                                   FORM 10-KSB
                                TABLE OF CONTENTS

<S>       <C>                                                       <C>
Item 1.   DESCRIPTION OF BUSINESS . . . . . . . . . . . . . . . . .  4

Item 2.   DESCRIPTION OF PROPERTY . . . . . . . . . . . . . . . . .  5

Item 3.   LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . .  6

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . .  6

Item 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.  6

Item 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
          OPERATION. . . . . . . . . . . . . . . . . . . . . . . .   7

Item 7.   FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . .  11

Item 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE. . . . . . . . . . .  22

Item 8a.  CONTROLS AND PROCEDURES. . . . . . . . . . . . . . . . .  22

Item 8b.  OTHER INFORMATION. . . . . . . . . . . . . . . . . . . .  22

Item 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
          PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
          ACT. . . . . . . . . . . . . . . . . . . . . . . . . . .  22

Item 10.  EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . .  24

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . .  25

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . .  26

Item 13.  INDEX TO EXHIBITS . . . . . . . . . . . . . . . . . . .   27

Item 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES . . . . . . . . .  28
</TABLE>


<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-K under "Item 1. Business", "Item 2.
Properties", "Item 3. Legal Proceedings", and "Item 7. Management's Discussions
and Analysis of Financial Condition and Results of Operations" and elsewhere
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "Reform Act"). Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
649.com Inc., a company organized under the laws of Texas (the "Company"), to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: general economic and business conditions;
competition; success of operating initiatives; our ability to raise capital and
the terms thereof; changes in business strategy or development plans; future
rental revenues; the continuity, experience and quality of our management;
changes in or failure to comply with government regulations or the lack of
government authorization to continue our projects; and other factors referenced
in the Form 10-KSB.

The use in this Form 10-K of such words as "believes", "plans", "anticipates",
"expects", "intends", and similar expressions are intended to identify
forward-looking statements, but are not the exclusive means of identifying such
statements. The success of 649.com Inc. is dependent on our efforts, the
employees and many other factors including, primarily, our ability to raise
additional capital

We caution readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date made. Such forward-looking
statements are based on the beliefs and estimates of our management as well as
on assumptions made by and information currently available to us at the time
such statements were made. Forward looking statements are subject to a variety
of risks and uncertainties which could cause actual events or results to differ
from those reflected in the forward looking statements, including, without
limitation, the failure to obtain adequate financing on a timely basis and other
risks and uncertainties. Actual results could differ materially from those
projected in the forward-looking statements, either as a result of the matters
set forth or incorporated in this Report generally and certain economic and
business factors, some of which may be beyond our control.

These factors include, among others, the risk factors discussed in the section
entitled "risk factors." We disclaim any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events.


                                     PART 1

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL INFORMATION

We were 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. From 1996 until 1999, we engaged in the activity of locating potential
merger and acquisition candidates, and thus had no material operations.

On May 12, 1999, in contemplation of acquiring 649.com, Inc., an Alberta, Canada
corporation ("649-Canada"), we changed our name to 649.com, Inc. Effective on
September 15, 1999, we acquired all of 649-Canada in a business combination
described as a "reverse acquisition." As we had no material operations prior to
the acquisition, the acquisition has been treated for accounting purposes as the
acquisition of 649 (the Registrant) by 649-Canada.

BUSINESS DEVELOPMENT

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


                                      - 1 -
<PAGE>
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.

It is anticipated 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 licenses 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
disallows 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 had been launched.

We had requested J. Alexander Securities to act as a market maker for 649.com.
Their mandate was to file a Form 211 Application with the NASD under SEC Rule
15c2-11, in order for 649.com to be reinstated on the OTC.BB.

In July 2004, we decided to terminate our business relationship with J.
Alexander Securities, as they were unable to achieve the mandate.  We have,
subsequently, requested that Pennaluna & Company act as a market maker for
649.com.

On September 27, 2004 a resolution was passed by the Shareholder's and,
subsequently, the Director's of the Company, to authorize a rollback of the
issued and outstanding shares of the Company to a maximum of 100:1. Following
the rollback, the Company's authorized capital was increased back to 50,000,000
shares.

The President of the Company was given authority to take the necessary actions
and subsequently the CUSIP and trading symbol have changed to 830028 20 5 and
SIXN, respectively. This change was effective as of October 15, 2004. The
Company is currently trading on the Pink Sheets under the trading symbol,
SIXN.PK.


ITEM 2. DESCRIPTION OF PROPERTY

At present, in order to reduce overhead expenses, 649.com does not maintain a
physical office in the United States. Our current administrative facility is
made available pursuant to a verbal agreement with one of our shareholders for
office space located at Suite 206, 388 Drake Street, Vancouver, British
Columbia, Canada.


                                      - 2 -
<PAGE>
ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any such litigation which we believe could have
a materially adverse effect on our financial condition or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of 2005.

On  September  27,  2004  a  resolution  was  passed  by  the Shareholder's and,
subsequently,  the  Director's  of  the  Company, to authorize a rollback of the
issued  and  outstanding shares of the Company to a maximum of 100:1.  Following
the  rollback, the Company's authorized capital was increased back to 50,000,000
shares.

The  Shareholder's  further  resolved  to  authorize  the Board of Director's to
change  the  Registrant's  name,  at  a future date, if deemed to be in the best
interest  of  the  Company.

On all of the above matters, the Shareholder's voted THIRTY MILLION, FOUR
HUNDRED & TWENTY-FIVE THOUSAND (30,425,000) shares for the resolution and zero
shares against the resolution. No shareholder's withheld their vote or abstained
from voting on each of the above matters.

The  President  of the Company was given authority to take the necessary actions
and  subsequently  the  CUSIP and trading symbol have changed to 830028 20 5 and
SIXN,  respectively.  This  change  was  effective  as  of  October  15,  2004.

The  Registrant  filed  a Form 8-K with the SEC on October 15 2004, which gave a
detailed  report  of  the  transpired  events.


                                     PART 11

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

We currently trade on the Pink Sheets under the symbol SIXN.PK.  On June 23rd
1998, our common stock began trading on the Bulletin Board under the trading
symbol MFRC. In conjunction with the acquisition of 649, effective on May 27th
1999, our trading symbol was changed to ABET. When the Company rolled back the
issued and outstanding shares on October 15th 2004, our trading symbol was
changed to SIXN. Since February 10th 2000, our common stock was relegated to the
NASD-Pink Sheets for failure to file financial statements in time.  The high and
low bid price of 649's common stock, as quoted on the Pink Sheets, is listed
below.

There is no "established trading market" for shares of our common stock.  As of
February 10th 2000, the common stock was quoted on the Pink Sheets operated by
the National Association of Securities Dealers, Inc. Effective October 15th
2004, the common stock has traded under the symbol of "SIXN.PK".  No assurance
can be given that any "established trading market" for the common stock will
develop or be maintained.

The range of high and low closing bid quotations for our common stock during
each quarter of the calendar years ended December 31 2005 and 2004 is shown
below, as quoted by PinkSheets.  Prices are inter-dealer quotations, without
retail mark-up, markdown or commissions and may not represent actual
transactions.


                                      - 3 -
<PAGE>
<TABLE>
<CAPTION>
                    QUARTER ENDING      HIGH BID      LOW BID
                  --------------------------------------------
<S>                                      <C>           <C>

                  March 2004         $       0.00  $      0.00
                  June 2004          $       0.00  $      0.00
                  September 2004     $       0.00  $      0.00
                  December 2004      $       0.02  $      0.02
                  March 2005         $       0.25  $      0.25
                  June 2005          $       0.25  $      0.25
                  September 2005     $       0.25  $      0.25
                  December 2005      $       0.25  $      0.25
</TABLE>

The future sale of our presently outstanding "unregistered" and "restricted"
common stock by present members of management and persons who own more than five
percent of our outstanding voting securities may have an adverse effect on any
"established trading market" that may develop in the shares of our common stock.

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

In July 2004, we decided to terminate our business relationship with J.
Alexander Securities, as they were unable to achieve the mandate.  We have,
subsequently, requested that Pennaluna & Company act as a market maker for
649.com.

HOLDERS

As of December 31, 2005 we had 95 shareholders of record of common stock,
including shares held by brokerage clearing houses, depositories or otherwise in
unregistered form.  We do not know the beneficial owners of such shares.

DIVIDENDS

We have not declared any cash dividends with respect to our common stock and do
not intend to declare dividends in the foreseeable future. There are no material
restrictions or limiting that are likely to limit the Company's ability to pay
dividends in its common stock.

RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information related to the securities we sold during the last
three fiscal years ended December 31st 2005, without registration under the
Securities Act of 1933, as amended.

          --------------------------------------------------------------
          NAME  DATE ACQUIRED  NUMBER OF SHARES  AGGREGATE CONSIDERATION
          --------------------------------------------------------------
          NIL
          --------------------------------------------------------------

          --------------------------------------------------------------

          --------------------------------------------------------------

          --------------------------------------------------------------


ITEM  6.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULT  OF  OPERATIONS

You should read the following discussion and analysis in conjunction with the
consolidated financial statements and notes thereto appearing elsewhere in this
annual report on Form 10-KSB.


                                      - 4 -
<PAGE>
OVERVIEW

The consolidated financial statements at December 31, 2005 have been prepared
assuming we will continue as a going concern.  Since inception, we have suffered
recurring losses, net cash outflows from operations and, at December 31 2005,
had a working capital deficiency of $593,611.  We expect to continue to incur
substantial losses in our efforts to establish a new business.  Since inception,
we have funded operations through common stock issuances, related party and
non-related party loans in order to meet our strategic objectives.  Management
believes that sufficient funding will be available to continue operations but is
currently evaluating financing options.  However, there can be no assurance that
we will be able to obtain sufficient funds to continue with our efforts to
establish a new business.  As a result of the foregoing, there exists
substantial doubt about our ability to continue as a going concern.  The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

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
discussion regarding our financial statements should be read in conjunction with
the financial statements and notes thereto.

Our prior full fiscal years ending December 31 2005 and 2004 are not indicative
of our current business plan and operations. During the years ended December 31
2005 and 2004, we had no revenue and were in the development stage.

We do not currently generate any revenue from operations and 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 OPERATIONS

TWELVE MONTHS ENDED DECEMBER 31, 2005 AND TWELVE MONTHS ENDED DECEMBER 31, 2004

Revenue:  We had no revenue for the twelve months ended December 31, 2005 nor
for the twelve months ended December 31, 2004.

General and Administrative Operating Expenses:  Our operating expenses were
$17,895 for the year ending December 31st 2005, compared to $52,141 in fiscal
2004, a decrease of $141,820.  The Company did not require consulting services
or web hosting during 2005. The decrease in expenses during 2005 was mainly
attributed to the reduction of general and administrative fees.

LIQUIDITY AND CAPITAL RESOURCES

Our cash position increased to $3,244 on December 31, 2005 from $2,870 on
December 31, 2004.  Advances from non-related parties of $44,817 funded
operations during the year ended December 31, 2005.

The working capital deficit at December 31 2005 is $593,611 as compared to
$592,226 at December 31 2004.


                                      - 5 -
<PAGE>
Our primary source of funds since incorporation has been through the issue of
our common stock and loans to us by certain shareholders and other non-related
parties.

CRITICAL ACCOUNTING POLICIES

The discussions and analysis of our financial condition and results of
operations, including the discussion on liquidity and capital resources, are
based upon the financial statements, which have been prepared in accordance with
US GAAP. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities.  On an ongoing basis, management re-evaluates its estimates and
judgments, particularly those related to the determination of the impairment of
its intangible assets. Actual results could differ from the estimates. We
believe the following are the critical accounting policies used in the
preparation of the consolidated financial statements.

The Company will recognize revenue in accordance with Securities and Exchange
Commission Staff Accounting Bulletin No. 104 ("SAB 104"), "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 accounts for licensing fees on a gross basis pursuant to the
requirements of Emerging Issues Task Force No. 99-19 (EITF 99-19). The Company
is the primary obligor to transactions, has full pricing latitude, can modify
the product specifications as it sees fit, will perform part of the service to
the end customer, carries sole risk of physical inventory loss, realizes full
credit risk, and commission income, is not fixed.

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.

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.

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 December
31, 2005.

Options are granted for services provided to the Company. Statement of Financial
Accounting Standards No. 123 ("SFAS123") requires that an enterprise recognize,
or at it 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 option 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


                                      - 6 -
<PAGE>
the employees purchase rights, pursuant to stock options, under SFAS 123, will
be estimated using the Black-Scholes model.

RECENT  ACCOUNTING  PRONOUNCEMENTS

In December 2004, FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets -
An Amendment of APB Opinion No. 29". The guidance in APB Opinion No. 29,
"Accounting for Nonmonetary Transactions", is based on the principle that
exchanges of nonmonetary assets should be measured based on the fair value of
the assets exchanged. The guidance in that Opinion, however, included certain
exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate
the exception for nonmonetary exchanges of similar productive assets and
replaces it with a general exception for exchanges of nonmonetary assets that do
not have commercial substance. A nonmonetary exchange has commercial substance
if the future cash flows of the entity are expected to change significantly as a
result of the exchange. The provisions of SFAS No. 153 are effective for
nonmonetary asset exchanges occurring in fiscal periods beginning after June 15,
2005. Early application is permitted and companies must apply the standard
prospectively. The adoption of this standard is not expected to have a material
effect on the Company's results of operations or financial position.

In December 2004, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 123R, "Share Based
Payment". SFAS 123R is a revision of SFAS No. 123 "Accounting for Stock-Based
Compensation", and supersedes APB Opinion No. 25, "Accounting for Stock Issued
to Employees" and its related implementation guidance. SFAS 123R establishes
standards for the accounting for transactions in which an entity exchanges its
equity instruments for goods or services. It also addresses transactions in
which an entity incurs liabilities in exchange for goods or services that are
based on the fair value of the entity's equity instruments or that may be
settled by the issuance of those equity instruments. SFAS 123R focuses primarily
on accounting for transactions in which an entity obtains employee services in
share-based payment transactions. SFAS 123R does not change the accounting
guidance for share-based payment transactions with parties other than employees
provided in SFAS 123 as originally issued and Emerging Issues Task Force Issue
No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or Services".
SFAS 123R does not address the accounting for employee share ownership plans,
which are subject to AICPA Statement of Position 93-6, "Employers' Accounting
for Employee Stock Ownership Plans". SFAS 123R requires a public entity to
measure the cost of employee services received in exchange for an award of
equity instruments based on the grant-date fair value of the award (with limited
exceptions). That cost will be recognized over the period during which an
employee is required to provide service in exchange for the award - the
requisite service period (usually the vesting period). SFAS 123R requires that
the compensation cost relating to share-based payment transactions be recognized
in financial statements. That cost will be measured based on the fair value of
the equity or liability instruments issued. The scope of SFAS 123R includes a
wide range of share-based compensation arrangements including share options,
restricted share plans, performance-based awards, share appreciation rights, and
employee share purchase plans. Public entities (other than those filing as small
business issuers) will be required to apply SFAS 123R as of the first interim or
annual reporting period that begins after June 15, 2005. Public entities that
file as small business issuers will be required to apply SFAS 123R in the first
interim or annual reporting period that begins after December 15, 2005. For
nonpublic entities, SFAS 123R must be applied as of the beginning of the first
annual reporting period beginning after December 15, 2005. The adoption of this
standard is not expected to have a material effect on the Company's results of
operations or financial position.


                                      - 7 -
<PAGE>
ITEM 7. FINANCIAL STATEMENTS



                                  649.COM INC.

                         (A Development Stage Company)

                        REPORT AND FINANCIAL STATEMENTS

                           December 31, 2005 and 2004

                             (Stated in US Dollars)
                              --------------------





  (The Accompanying Notes are an Integral Part of These Financial Statements)


                                     F-1
<PAGE>
<TABLE>
<CAPTION>
649.com, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
(Expressed in U.S. Dollars)

                                                         December 31,    December 31,
                                                             2005            2004
                                                              $               $
                                                         (unaudited)      (audited)
--------------------------------------------------------------------------------------
<S>                                                     <C>             <C>
ASSETS

Current Assets

Cash                                                            3,244           2,870
Prepaid                                                            70               -
--------------------------------------------------------------------------------------

Total Assets                                                    3,314           2,870
======================================================================================


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable (Note 3)                                     123,154         147,298
Accrued liabilities                                             4,000           3,000
Due to stockholders (Note 4)                                    8,242           8,242
Due to non-related parties (Note 5)                           461,529         436,556
--------------------------------------------------------------------------------------

Total Current Liabilities                                     596,925         595,096
--------------------------------------------------------------------------------------

Stockholders' Deficit

Preferred stock:
    Authorized: 5,000,000 with a par value of $0.001                -               -
    Issued and outstanding: None

Common stock:
    Authorized: 50,000,000 with a par value of $0.001
    Issued and outstanding: 475,206 common shares                 475             475

Additional Paid-in Capital                                  1,577,603       1,577,603

Donated Capital (Notes 4 and 5)                               543,902         481,199

Deficit Accumulated During the Development Stage           (2,715,591)     (2,651,503)
--------------------------------------------------------------------------------------

Total Stockholders' Deficit                                  (593,611)       (592,226)
--------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Deficit                     3,314           2,870
======================================================================================
<FN>

     (The Accompanying Notes are an Integral Part of These Financial Statements)
</TABLE>


                                     F-2
<PAGE>
<TABLE>
<CAPTION>
649.com, Inc.
(A Development Stage Company)
Consolidated Statements of Operations
(Expressed in U.S. Dollars)

                                                                             Accumulated from
                                                                              June 13, 1990
                                                 Year Ended                 (Date of Inception)
                                      December 31,        December 31,       to December 31,
                                          2005                2004                 2005
                                           $                   $                    $
                                      (unaudited)          (audited)           (unaudited)
-----------------------------------------------------------------------------------------------
<S>                                <C>                 <C>                 <C>
Revenue                                            -                   -                45,500
-----------------------------------------------------------------------------------------------


Expenses

Asset written-off                                  -                   -                90,188
Consulting fees                                    -                   -               140,000
Depreciation and amortization                      -                   -                 4,111
General and administrative                    17,895              52,141               649,135
Internet and web hosting fees                      -                   -                85,000
Research and development                           -                   -               124,650
Stock-based compensation                           -                   -             1,434,822
-----------------------------------------------------------------------------------------------

Total Expenses                                17,895              52,141             2,527,906
-----------------------------------------------------------------------------------------------

Net Loss from Operations                     (17,895)            (52,141)           (2,482,406)

Other (income) Expense

Debt settlement                              (20,000)            (76,000)             (179,512)
Interest expense (Note 4 and 5)               66,193              65,337               412,697
-----------------------------------------------------------------------------------------------

Net Loss for the Period                      (64,088)            (41,478)           (2,715,591)
===============================================================================================

Basic and Diluted loss per share               (0.13)              (0.09)
===============================================================================================

Weighted average number of
common shares outstanding                    475,206             475,206
==============================================================================================
<FN>

          (The Accompanying Notes are an Integral Part of These Financial Statements)
</TABLE>


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

                                                                                                               Accumulated from
                                                                                      Year Ended                June 13, 1990
                                                                                                             (Date of Inception)
                                                                              December 31,    December 31,     to December 31,
                                                                                  2005            2004               2005
                                                                                   $               $                  $
                                                                              (unaudited)      (audited)         (unaudited)
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>             <C>             <C>
Cash Flows To Operating Activities

Net loss                                                                           (64,088)        (41,478)           (2,715,591)

Adjustments to reconcile net loss to cash
    Stock-based compensation                                                             -               -             1,434,822
    Depreciation and amortization                                                        -               -                 4,111
    Imputed interest                                                                62,073          65,032               408,902
    Gain on settlement of debt                                                     (20,000)              -              (179,512)
    Write off of assets                                                                  -               -                90,188
    Proceeds of equipment and software for consulting services                           -               -                 3,838
    Shares issued for domain name                                                        -               -                25,000
    Donated consulting services                                                          -               -               135,000

Changes in operating assets and liabilities
    Decrease in prepaid expenses and other current assets                              (70)             19               (26,070)
    (Decrease) Increase in accounts payable and accrued liabilities                 (3,144)        (35,926)              306,666
---------------------------------------------------------------------------------------------------------------------------------

Net Cash Used In Operating Activities                                              (24,599)        (12,353)             (512,646)
---------------------------------------------------------------------------------------------------------------------------------

Cash Flows To Investing Activities

Acquisition of equipment and software                                                    -               -               (55,295)
Cash acquired in acquisition                                                             -               -                (7,296)
---------------------------------------------------------------------------------------------------------------------------------

Net Cash Used in Investing Activities                                                    -               -               (62,591)
---------------------------------------------------------------------------------------------------------------------------------

Cash Flows from Financing Activities

Common stock issued for cash                                                             -               -               239,000
Advances from related parties                                                            -               -                 8,242
Advances from non-related parties                                                   44,817          15,142               461,900
Repayments of non-related party loans                                              (19,844)              -              (130,661)
---------------------------------------------------------------------------------------------------------------------------------

Net Cash Provided By Financing Activities                                           24,973          15,142               578,481
---------------------------------------------------------------------------------------------------------------------------------

Cash Flows To Investing Activities

Increase (Decrease) in Cash                                                            374           2,789                 3,244

Cash - Beginning of Period                                                           2,870              81                     -
=================================================================================================================================

Cash - End of Period                                                                 3,244           2,870                 3,244
=================================================================================================================================

Non-Cash Financing Activities

During the year ended December 31, 1999, the Company issued 6,500,000                    -               -              (220,383)
shares of its common stock, acquired assets of $155,722, and assumed
liabilities of $276,155 in connection with its acquisition of 649.com, Inc.

Shares issued for stock compensation to officers                                         -               -             1,434,822
Shares issued for domain name                                                            -               -                25,000
Shares issued for settlement of debt                                                                                      98,600
=================================================================================================================================

Supplemental Disclosures

Interest paid                                                                            -               -                     -
Income taxes paid                                                                        -               -                     -
=================================================================================================================================
<FN>

                        (The Accompanying Notes are an Integral Part of These Financial Statements)
</TABLE>


                                     F-4
<PAGE>
<TABLE>
<CAPTION>
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity
From June 13, 1990 (Date of Inception) to December 31, 2005
(Expressed in U.S. Dollars)

                                                                                                     Deficit
                                                                                                   Accumulated
                                                                           Additional              During the
                                                    (Note 6(b))             Paid-in     Donated    Development
                                                      Shares     Amount     Capital     Capital       Stage         Total
                                                         #          $          $           $            $             $
<S>                                                 <C>          <C>      <C>           <C>       <C>            <C>
Balance - June 13, 1990 (Date of Inception)                   -        -            -          -             -             -
Shares issued for organizational costs                      692        1        1,038          -             -         1,039
Net loss for the period ended December 31, 1991
through 1995                                                  -        -            -          -        (1,000)       (1,000)
-----------------------------------------------------------------------------------------------------------------------------
Balance - December 31, 1995                                 692        1        1,038          -        (1,000)           39
Shares issued for cash                                      177        -       26,500          -             -        26,500
Net loss for the year                                         -        -            -          -       (21,569)      (21,569)
-----------------------------------------------------------------------------------------------------------------------------
Balance - December 31, 1996                                 869        1       27,538          -       (22,569)        4,970
Shares issued for cash                                      667        1        9,999          -             -        10,000
Net loss for the year                                         -        -            -          -       (12,218)      (12,218)
-----------------------------------------------------------------------------------------------------------------------------
Balance - December 31, 1997                               1,536        2       37,537          -       (34,787)        2,752
Shares issued for cash                                    2,000        2       29,998          -             -        30,000
Shares issued for cash                                      767        1       11,499          -             -        11,500
Rounding of fractional shares                               235        -            -          -             -             -
Net loss for the year                                         -        -            -          -       (42,535)      (42,535)
-----------------------------------------------------------------------------------------------------------------------------
Balance - December 31, 1998                               4,538        5       79,034          -       (77,322)        1,717
Shares issued for professional services                   2,218        2       44,370          -             -        44,372
Shares issued to officers for services                      500        -        5,250          -             -         5,250
Shares issued for cash and compensation                 100,000      100      999,900          -             -     1,000,000
Stock options and common stock earned by officers             -        -      391,250          -             -       391,250
Shares issued in connection with acquisition             65,000       65          (65)         -             -             -
Other reduction in connection with acquisition                -        -     (220,383)         -             -      (220,383)
Shares issued for cash                                    3,000        3      149,997          -             -       150,000
Net loss for the year                                         -        -            -          -    (1,648,552)   (1,648,552)
-----------------------------------------------------------------------------------------------------------------------------
Balance - December 31, 1999                             175,256      175    1,449,353          -    (1,725,874)     (276,346)
Shares issued to officers for services                    4,950        5        4,945          -             -         4,950
Imputed interest                                              -        -            -     67,774             -        67,774
Net loss for the year                                         -        -            -          -      (341,959)     (341,959)
-----------------------------------------------------------------------------------------------------------------------------
Balance - December 31, 2000                             180,206      180    1,454,298     67,774    (2,067,833)     (545,581)
Shares issued for acquisition of domain name              5,000        5       24,995          -             -        25,000
Imputed interest                                              -        -            -     75,380             -        75,380
Net loss for the year                                         -        -            -          -       (77,283)      (77,283)
-----------------------------------------------------------------------------------------------------------------------------
Balance - December 31, 2001                             185,206      185    1,479,293    143,154    (2,145,116)     (522,484)
Shares issued to settle debt                            290,000      290       98,310                        -        98,600
Imputed interest                                              -        -            -     75,148             -        75,148
Net loss for the year                                         -        -            -          -      (208,083)     (208,083)
-----------------------------------------------------------------------------------------------------------------------------
Balance - December 31, 2002                             475,206      475    1,577,603    218,302    (2,353,199)     (556,819)
Imputed interest                                              -        -            -     62,865             -        62,865
Consulting services                                           -        -            -    135,000             -       135,000
Net loss for the year                                         -        -            -          -      (256,826)     (256,826)
-----------------------------------------------------------------------------------------------------------------------------
Balance - December 31, 2003                             475,206      475    1,577,603    416,167    (2,610,025)     (615,780)
Imputed interest                                              -        -            -     65,032             -        65,032
Net loss for the year                                         -        -            -          -       (41,478)      (41,478)
-----------------------------------------------------------------------------------------------------------------------------
Balance - December 31, 2004                             475,206      475    1,577,603    481,199    (2,651,503)     (592,226)
Imputed interest                                              -        -            -     62,703             -        62,703
Net loss for the year                                         -        -            -          -       (64,088)      (64,088)
Balance - December 31, 2005                             475,206      475    1,577,603    543,902    (2,715,591)     (593,611)
=============================================================================================================================
</F>

                         (The Accompanying Notes are an Integral Part of These Financial Statements)
</TABLE>


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

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 December 31, 2005, the Company has not recognized any
     revenue, has a working capital deficit of $593,611, and has accumulated
     operating losses of $2,715,591 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 are prepared in conformity
          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.

     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.

  (The Accompanying Notes are an Integral Part of These Financial Statements)


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

2.   Significant Accounting Principles (continued)

     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. 104 ("SAB 104"),
          "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 accounts for licensing fees on a gross basis pursuant to
          the requirements of Emerging Issues Task Force No. 99-19 (EITF 99-19).
          The Company is the primary obligor to transactions, has full pricing
          latitude, can modify the product specifications as it sees fit, will
          perform part of the service to the end customer, carries sole risk of
          physical inventory loss, realizes full credit risk, and commission
          income, 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.

     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.

  (The Accompanying Notes are an Integral Part of These Financial Statements)


                                     F-7
<PAGE>
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(U.S. dollars)

2.   Significant  Accounting  Principles  (continued)

     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 December 31, 2005.

     k)   Stock-based Compensation

          Options are granted for services provided to the Company. Statement of
          Financial Accounting Standards No. 123 ("SFAS123") requires that an
          enterprise recognize, or at it 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 option 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 employees purchase
          rights, pursuant to stock options, under SFAS 123, will be estimated
          using the Black-Scholes model.

     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, 2005 and 2004, 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, prepaid expenses,
          accounts payable, accrued liabilities, notes payable and advances from
          related and non-related parties. 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 and advances from related and non-related parties
          approximates their carrying value due to the immediate or short-term
          maturity of these financial instruments.

  (The Accompanying Notes are an Integral Part of These Financial Statements)


                                     F-8
<PAGE>
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(U.S. dollars)

2.   Significant Accounting Principles (continued)

     o)   New Accounting Pronouncements

          In December 2004, FASB issued SFAS No. 153, "Exchanges of Nonmonetary
          Assets - An Amendment of APB Opinion No. 29". The guidance in APB
          Opinion No. 29, "Accounting for Nonmonetary Transactions", is based on
          the principle that exchanges of nonmonetary assets should be measured
          based on the fair value of the assets exchanged. The guidance in that
          Opinion, however, included certain exceptions to that principle. SFAS
          No. 153 amends Opinion No. 29 to eliminate the exception for
          nonmonetary exchanges of similar productive assets and replaces it
          with a general exception for exchanges of nonmonetary assets that do
          not have commercial substance. A nonmonetary exchange has commercial
          substance if the future cash flows of the entity are expected to
          change significantly as a result of the exchange. The provisions of
          SFAS No. 153 are effective for nonmonetary asset exchanges occurring
          in fiscal periods beginning after June 15, 2005. Early application is
          permitted and companies must apply the standard prospectively. The
          adoption of this standard is not expected to have a material effect on
          the Company's results of operations or financial position.

          In December 2004, the Financial Accounting Standards Board (FASB)
          issued Statement of Financial Accounting Standard (SFAS) No. 123R,
          "Share Based Payment". SFAS 123R is a revision of SFAS No. 123
          "Accounting for Stock-Based Compensation", and supersedes APB Opinion
          No. 25, "Accounting for Stock Issued to Employees" and its related
          implementation guidance. SFAS 123R establishes standards for the
          accounting for transactions in which an entity exchanges its equity
          instruments for goods or services. It also addresses transactions in
          which an entity incurs liabilities in exchange for goods or services
          that are based on the fair value of the entity's equity instruments or
          that may be settled by the issuance of those equity instruments. SFAS
          123R focuses primarily on accounting for transactions in which an
          entity obtains employee services in share-based payment transactions.
          SFAS 123R does not change the accounting guidance for share-based
          payment transactions with parties other than employees provided in
          SFAS 123 as originally issued and Emerging Issues Task Force Issue No.
          96-18, "Accounting for Equity Instruments That Are Issued to Other
          Than Employees for Acquiring, or in Conjunction with Selling, Goods or
          Services". SFAS 123R does not address the accounting for employee
          share ownership plans, which are subject to AICPA Statement of
          Position 93-6, "Employers' Accounting for Employee Stock Ownership
          Plans". SFAS 123R requires a public entity to measure the cost of
          employee services received in exchange for an award of equity
          instruments based on the grant-date fair value of the award (with
          limited exceptions). That cost will be recognized over the period
          during which an employee is required to provide service in exchange
          for the award - the requisite service period (usually the vesting
          period). SFAS 123R requires that the compensation cost relating to
          share-based payment transactions be recognized in financial
          statements. That cost will be measured based on the fair value of the
          equity or liability instruments issued. The scope of SFAS 123R
          includes a wide range of share-based compensation arrangements
          including share options, restricted share plans, performance-based
          awards, share appreciation rights, and employee share purchase plans.
          Public entities (other than those filing as small business issuers)
          will be required to apply SFAS 123R as of the first interim or annual
          reporting period that begins after June 15, 2005. Public entities that
          file as small business issuers will be required to apply SFAS 123R in
          the first interim or annual reporting period that begins after
          December 15, 2005. For nonpublic entities, SFAS 123R must be applied
          as of the beginning of the first annual reporting period beginning
          after December 15, 2005. The adoption of this standard is not expected
          to have a material effect on the Company's results of operations or
          financial position.

     p)   Reclassifications

          Certain comparative figures have been reclassified to ensure
          comparability with those of the current period.

  (The Accompanying Notes are an Integral Part of These Financial Statements)


                                     F-9
<PAGE>
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(U.S. dollars)

3.   Accounts Payable

     a)   On February 2, 2005, the Company reached an agreement with an
          unrelated party to have administrative fees owing waived. The services
          were provided to the Company during the period from May 2002 to
          December 2002. The value of these fees of $20,000 was treated as a
          gain on debt settlement.

     b)   On December 15, 2004, the Company reached an agreement to have rental
          fees for office space owing waived for the period from May 2002 to
          December 2004. The value of these fees of $16,000 was treated as a
          gain on debt settlement.

     c)   On December 15, 2004, the Company reached an agreement to have fees
          for administrative services owing waived for the period from January
          2003 to December 2004. The value of these fees of $60,000 was treated
          as a gain on debt settlement.

4.   Related Party Transactions

     As of December 31, 2005, the Company owes a significant stockholder,
     Intrepid, $8,242 (2004: $8,242). The amount owing is non-interest bearing,
     unsecured and due upon demand. During the year ended December 31, 2005
     imputed interest of $1,236 (2004: $1,236) was charged to operations and
     treated as donated capital.

5.   Due to Non-Related Parties

     Non-interest bearing amounts owing to non-related parties of $461,529 as of
     December 31, 2005 (2004: $427,252) are due on demand and are unsecured.
     During the year ended December 31, 2005 imputed interest of $64,957 (2004:
     $63,796) was charged to operations and treated as donated capital.

     Interest bearing notes are owing to non-related parties of $52,792 (2004 -
     $9,304) as follows:

     a)   On April 15, 2005, the Company settled its payables with Pannel Kerr
          Forster Chartered Accountants for the amount of $The promissory note
          is unsecured, bears interest at 8% per annum along with a loan fee of
          10%. Repayment of the principal, accrued interest and loan fee is
          payable by the Company on July 2, 2006.

     b)   On September 24, 2004, the Company received $4,000 from Hokley. The
          promissory note is unsecured, bears interest at 10% per annum along
          with a loan fee of 10%. Repayment of the principal, accrued interest
          and loan fee is payable by the Company on September 24, 2006.

     c)   On February 1, 2005, the Company received $5,000 from Hokley. The
          promissory note is unsecured, bears interest at 10% per annum along
          with a loan fee of 10%. Repayment of the principal, accrued interest
          and loan fee is payable by the Company on August 1, 2006.

     d)   On February 17, 2005, the Company received $21,000 from Hokley. The
          promissory note is unsecured, bears interest at 10% per annum along
          with a loan fee of 10%. Repayment of the principal, accrued interest
          and loan fee is payable by the Company on August 17, 2006.

     e)   On August 3, 2005, the Company received $10,000 from Hokley. The
          promissory note is unsecured, bears interest at 10% per annum along
          with a loan fee of 10%. Repayment of the principal, accrued interest
          and loan fee is payable by the Company on August 3, 2006.

  (The Accompanying Notes are an Integral Part of These Financial Statements)


                                      F-10
<PAGE>
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(U.S. dollars)

6.   Common Stock

     a)   The Company has a Stock Option Plan approved and registered. 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 December 31, 2005 and 2004 there were no outstanding
          stock options.

     b)   On September 27, 2004 a resolution was passed by the shareholders of
          the Company to authorize a reverse split of the issued and outstanding
          common shares of the Company to a maximum of 1 new share of every 100
          old shares held. Following the reverse split, the Company's authorized
          capital was increased back to 50,000,000 common shares. These
          consolidated financial statements have been retroactively restated to
          reflect the changes to the issued and authorized common stock.

7.   Income Taxes

     The Company has adopted the provisions of Financial Accounting Standards
     Board Statement No. 109 (SFAS 109), Accounting for Income Taxes. Pursuant
     to SFAS 109 the Company is required to compute tax asset benefits for net
     operating losses carried forward. The potential benefit of net operating
     losses has not been recognized in the financial statements because the
     Company cannot be assured that it is more likely than not that it will
     utilize the net operating losses carried forward in future years. The
     Company has U.S. net federal operating tax losses of $1,029,000 to offset
     future years taxable income expiring from 2005 through 2018.

     The components of the net deferred tax asset, the statutory tax rate, the
     effective tax rate and the elected amount of the valuation allowance are
     scheduled below:

<TABLE>
<CAPTION>
                                    2005       2004
                                      $          $
<S>                               <C>        <C>
     Net Operating Income (Loss)   (17,895)   (52,141)
     Statutory Tax Rate                 34%        34%
     Effective Tax Rate                  -          -
     Deferred Tax Asset              6,084     17,728
     Valuation Allowance            (6,084)   (17,728)
     -------------------------------------------------

     Net Deferred Tax Asset              -          -
     =================================================
</TABLE>

  (The Accompanying Notes are an Integral Part of These Financial Statements)


                                      F-11
<PAGE>
ITEM  8.  CHANGES  IN  AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL  DISCLOSURE

Crouch, Bierwolf & Chisholm, Certified Public Accountants, were engaged to audit
the financial statements of Market Formulation and Research Corporation from its
inception through December 31 1998. In December 1999, the relationship with
Crouch, Bierwolf & Chisholm was terminated. There were no disagreements of the
type that require reporting between Crouch, Bierwolf & Chisholm and 649.
Subsequently, on December 13th 1999, we retained the services of Haskell & White
LLP to audit our 1999 financial statements. Haskell & White's services were
terminated in 2001 as a result of 649.com's inability to pay their fees.

We have appointed Manning Elliott of Vancouver, Canada, as our auditors. The
financial statements for the last five fiscal years ended December 31 2004,
2003, 2002, 2001 and 2000 have been audited by Manning Elliott.  The fiscal
years ending December 31 2004, included in this report, have been audited by
Manning Elliott, as set forth in their report included herein.

ITEM 8A. 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.

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 Annual Report on Form 10-KSB for the year
ended December 31, 2005.

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.

ITEM 8B. OTHER INFORMATION

There is no information required to be disclosed in a report on Form 8-K, during
the fourth quarter of the year covered by this Form 10-KSB, which has not
already been reported.

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND CONTROL PERSONS;
          COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

IDENTIFICATION OF DIRECTORS AND OFFICERS

<TABLE>
<CAPTION>
        ------------------------------------------------------------------------
              NAME                     AGE                   TITLE
        ------------------------------------------------------------------------
<S>                                   <C>       <C>
              John Buddo (1)            38      Director / President
        ------------------------------------------------------------------------
              Mark Glusing (2)          34      Director / President
        ------------------------------------------------------------------------
              Cary C. Martin (3)        54      Director / Secretary / Treasurer
        ------------------------------------------------------------------------
<FN>

          1    Mr. Buddo resigned his offices and as a director on December 30,
               2003.
          2    Mr. Glusing was appointed as a Director and Secretary/Treasurer
               on December 4th 2002. On December 30th 2003 he resigned his
               office as Secretary/Treasurer and was appointed as President.
          3    Mr. Martin was appointed as a Director and Secretary/Treasurer on
               December 30, 2003.
</TABLE>


                                     - 12 -
<PAGE>
BACKGROUND OF OFFICERS AND DIRECTORS

Mr. Glusing has a strong background in international business management and
finance.  Mr. Glusing is currently the President of Ubiquity Management Inc., a
private public company management firm and is President of publicly traded
Krifter Holdings Inc. Until December 2004, he was President of LegalPlay
Entertainment Inc., trading on the Pink Sheets, and of LegalPlay's wholly owned
subsidiary Skill Poker.com. Mr. Glusing was previously a director and Chief
Operating Officer of Immune Network Ltd., a publicly traded biotech company and
is a former director of BC Research Inc., a technology incubator based in
Vancouver.

Mr. Martin has been actively involved in the investor relations segment of the
stock market for over twenty years.  Approximately 19 years ago, he started Cary
C. Martin & Associates, an Investor/Media Relations Services Company,
specializing in investor relations, corporate communications and media
relations. His specialty is assisting his client companies in reaching their
investor relations/corporate communications objectives through coordination,
preparation and implementation of adequate IR/Media programs.

FAMILY RELATIONSHIPS

There are no family relationships amongst our directors or executive officers.

SIGNIFICANT EMPLOYEES

We do not have any significant employees, other than our officers and directors,
at this time.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

To the best of the registrant's knowledge, during the past five years, no
director, executive officer, promoter or control person:

     (1)  has filed a petition under the federal bankruptcy laws or any state
          insolvency law, nor had a receiver, fiscal agent or similar officer
          appointed by a court for the business or present of such a person, or
          any partnership in which he was a general partner at or within two
          years before the time of such filing, or any corporation or business
          association of which he was an executive officer within two years
          before the time of such filing;

     (2)  were convicted in a criminal proceeding or named subject to a pending
          criminal proceeding (excluding traffic violations and other minor
          offenses);

     (3)  were the subject to any order, judgment or decree, not subsequently
          reversed, suspended or vacated, of any court of competent
          jurisdiction, permanently or temporarily enjoining, barring,
          suspending or otherwise limiting his involvement in any type of the
          following activities:

               (i)  acting as a futures commission merchant, introducing broker,
                    commodity trading advisor, commodity pool operator, floor
                    broker, leverage transaction merchant, associated person of
                    any of the foregoing, or as an investment advisor,
                    underwriter, broker or dealer in securities, or as an
                    affiliated person, director of any investment company, or
                    engaging in or continuing any conduct or practice in
                    connection with such activity;

               (ii) engaging in any type of business practice;

              (iii) engaging in any activity in connection with the purchase or
                    sale of any security or commodity or in connection with any
                    violation of federal or state securities laws or federal
                    commodity laws.

     (4)  were the subject of any order, judgment or decree, not subsequently
          reversed, suspended or vacated, of any federal or state authority
          barring, suspending or otherwise limiting for more than


                                     - 13 -
<PAGE>
          60 days the right of such person to engage in any activity described
          above under this Item, or to be associated with persons engaged in any
          such activity;

     (5)  were found by a court of competent jurisdiction in a civil action or
          by the Securities and Exchange Commission to have violated any federal
          or state securities law and the judgment in such civil finding or find
          by the Securities and Exchange Commission has not been subsequently
          reversed, suspended or vacated;

     (6)  were found by a court of competent jurisdiction in a civil action or
          by the Commodity Futures Trading Commission to have violated any
          federal commodities law, and the judgment in such civil action or
          finding by the Commodity Futures Trading Commission has not been
          subsequently reversed, suspended or vacated.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

To the best of our knowledge all directors, officers and persons who
beneficially owned more than ten percent of our common stock filed timely
reports in compliance with Section 16(a), except as follows:

    (i)   Antico Holdings AVV
    (ii)  Cecil Morris
    (iii) Hokley Limited
    (iv)  Polygosis Software Limited
    (v)   WebLink Management Limited
    (vi)  Zurich Capital Corporation A.V.V.

These persons have subsequently filed a Schedule 13D, as required under Section
16(a) of the Securities Exchange Act of 1934.

ITEM 10. EXECUTIVE COMPENSATION

OFFICERS AND DIRECTORS

We did not pay any director's fees for the latest fiscal year ended December 31,
2005 or for the fiscal year ended in Dec 31 2004.

The Company may, during the course of the current year, decide to compensate its
officers and directors for their services.

INCENTIVE STOCK OPTIONS

The following table sets forth information with respect to compensation paid by
us to the President and the other highest paid executive officers (the "Named
Executive Officer") during the three most recent fiscal years.


                                     - 14 -
<PAGE>
<TABLE>
<CAPTION>
                                                  SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------------------------------------------------
                                                                                     Long Term Compensation
                                                                            ---------------------------------------
                                          Annual Compensation                        Awards            Payouts
------------------------------------------------------------------------------------------------------------------------------
            (a)                (b)       (c)          (d)          (e)          (f)          (g)          (h)          (i)
------------------------------------------------------------------------------------------------------------------------------
Name and Principal Position   Year     Salary        Bonus        Other     Restricted   Securities      LTIP       All Other
                                         ($)          ($)        Annual        Stock     Underlying       Pay        Compen-
                                                                 Compen-      Awards      Options/     outs ($)    sation ($)
                                                               sation ($)                 SARS (#)
------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>    <C>          <C>          <C>          <C>          <C>          <C>          <C>
Anthony Mark (1)               2002   CDN$10,000
------------------------------------------------------------------------------------------------------------------------------
John Buddo (2)                 2002            0
                               2003            0
------------------------------------------------------------------------------------------------------------------------------
Mark Glusing (3)               2002            0
                               2003            0
                               2004            0
------------------------------------------------------------------------------------------------------------------------------
Cary Martin (4)                2003            0
                               2004            0
                               2005            0
------------------------------------------------------------------------------------------------------------------------------
<FN>

1    Mr. Mark was appointed as a Director and President in July, 2000. He resigned his offices and as a director on July 20, 2002.
2    Mr. Buddo was appointed as a Director and President on July 20, 2002. He resigned his offices and as a director on December
     30, 2003.
3    Mr. Glusing was appointed as a Director and Secretary/Treasurer on December 4th 2002. On December 30th 2003 he resigned his
     office as Secretary/Treasurer and was appointed as President. On June 7, 2005 he resigned his office as President of the
     company.
4    Mr. Martin was appointed as a Director and Secretary/Treasurer on December 30, 2003. On June 7, 2005 he resigned his office
     as Secretary/Treasurer and was appointed as President.
</TABLE>

OPTIONS/SAR GRANTS

We did not issue any options or SARs during the year ended December 31, 2005.

LONG-TERM INCENTIVE PLAN AWARDS

We do not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance to occur over a period longer than one
fiscal year, whether such performance is measured by reference to our financial
performance, stock price or any other measure.

COMPENSATION OF DIRECTORS

There are no standard arrangements pursuant to which our directors are
compensated for services provided as director. No additional amounts are payable
to our directors for committee participation or special assignments.

REPORT ON REPRICING OF OPTIONS/SAR

We did not reprice any options or SARs during the year ended December 31, 2005.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of January 1st 2006, the number of Common
Stock and the corresponding percentage ownership of (i) each person who held of
record, or was known by us to own beneficially, more than five percent of our
Common Stock, (ii) each director and executive officer of 649.com, and (iii) all
directors and executive officers of us as a group. The computation is based upon
475,206 shares of common stock being outstanding.

Unless otherwise indicated, we believe the following persons have sole voting
and investment power with respect to the number of shares set forth opposite
their names.


                                     - 15 -
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
NAME AND ADDRESS                         NUMBER OF SHARES BENEFICIALLY  PERCENTAGE OF
                                                     OWNED                  CLASS
--------------------------------------------------------------------------------------
<S>                                      <C>                            <C>
498534 Alberta Inc.
5127 Pineridge, RR1 S4 C6                                       25,000          5.261%
Peachland, BC V0H 1Y0
--------------------------------------------------------------------------------------
CEDE & Co.
PO Box 222 Bowling Green Station                               123,400         25.968%
New York, NY  10274
--------------------------------------------------------------------------------------
Antico Holdings AVV
7 Abraham de Veerstraat, P.O. Box 840                           48,333         10.171%
Curacao, Netherlands Antilles
--------------------------------------------------------------------------------------
Cecil Morris
93 East Lake Drive, Marina Da Gama                              48,333         10.171%
Cape Town, South Africa 7945
--------------------------------------------------------------------------------------
Hokley Limited
41 - 46 Acropolis Avenue                                        48,333         10.171%
4th Floor, Office 401, P.O. Box 28697
Nicosis, Cyprus CY2031
--------------------------------------------------------------------------------------
Polygosis Software Limited
35 Barrack Road, Suite 302, PO Box 1074                         48,333         10.171%
Belize City, Belize C.A.
--------------------------------------------------------------------------------------
WebLink Management Limited
Marlow House, Lloyds Avenue                                     48,333         10.171%
London, UK EC3N 3AL
--------------------------------------------------------------------------------------
Zurich Capital Corporation A.V.V.
7 Abraham de Veerstraat, P.O. Box 840                           48,333         10.171%
Curacao, Netherlands Antilles
--------------------------------------------------------------------------------------
Directors and Officers as a Group                                  250          0.053%
--------------------------------------------------------------------------------------
TOTAL:                                                         438,648         92,308%
--------------------------------------------------------------------------------------
</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Nothing reportable.

Our policy regarding related transactions requires that any director or officer
who has an interest in any transaction to be approved by our Board of Directors
disclose the presence and the nature of the interest to the Board of Directors
prior to any approval of the transaction by the Board of Directors.  The
transaction may then be approved by a majority of the disinterested directors,
provided that an interested director may be counted in determining the presence
of a quorum at the meeting of the Board of Directors to approve the transaction.
Our policy regarding compensation for directors and officers is that the Board
of Directors may, without regard to personal interest, establish the
compensation of directors for services in any capacity.


                                     - 16 -
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
Exhibit Number  Description
<S>             <C>
     2.1*       Form 8-K filed on Aug 5 2005 re. Promissory Note
     2.2*       Form 8-K filed on Jun 7 2005 re. Director Resignation
     2.3*       Form 8-K filed on Feb 24 2005 re. Promissory Note
     2.4*       Form 8-K filed on Feb 17 2005 re. Promissory Note
    31.1        302 Certification for the Chief Executive Officer
    32.1        906 Certification for the Chief Executive Officer
</TABLE>

DOCUMENTS INCORPORATED BY REFERENCE
* Previously filed.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

1.   AUDIT FEES
     The aggregate fees billed for each of the last two fiscal years for
     professional services rendered by our Independent Registered Public
     Accounting Firm, Manning Elliot Chartered Accountants, for the audit of our
     annual financial statements and review of financial statements included in
     our Form 10-QSB are as follows:

                                 2005     $4,500
                                 2004     $6,050

2.   AUDIT-RELATED FEES
     There were no additional aggregate fees billed in each of the last two
     fiscal years for assurance and related services by our Independent
     Registered Public Accounting Firm, Manning Elliott Chartered Accountants,
     that are reasonably related to the performance of the audit or review of
     our financial statements and are not reported under Item 9(e)(1) of
     Schedule 14A.

3.   TAX FEES
     There were no additional aggregate fees billed in each of the last two
     fiscal years for professional services rendered by our Independent
     Registered Public Accounting Firm, Manning Elliott Chartered Accountants,
     for tax compliance, tax advice and tax planning.

4.   ALL OTHER FEES
     There were no additional aggregate fees billed in each of the last two
     fiscal years for products and services provided by our Independent
     Registered Public Accounting Firm, other than the services reported in Item
     9(e)(1) through 9(e)(3) of Schedule 14A.


                                     - 17 -
<PAGE>
SIGNATURES

In accordance with the requirements of Section 13 or 15(d) of the Securities
Exchange Act, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

649.COM INC.
(Registrant)


/s/ Cary Martin                         Date: April 6, 2006
-------------------------
Cary Martin
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/ Cary Martin                         Date: April 6, 2006
-------------------------
Cary Martin
President / Director


                                     - 18 -