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, 2004

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


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



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




    -----------------------------------         -------------------------------
    (Former name, former address and                      (Zip Code)
     former 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. [_]

State issuer's revenues for most recent fiscal year.  $NIL

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.

March 29, 2005 - $0.11.  There are 303,998 shares of voting common stock of the
Company held by affiliates.

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 March 29, 2005 was US$171.21.


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, 2005 - 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>
                                  649.COM INC.

                                   FORM 10-KSB
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>       <C>                                                              <C>
Item 1.   DESCRIPTION OF BUSINESS . . . . . . . . . . . . . . . . . . . . .    1

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

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

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . . .    3

Item 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. . . . .    3

Item 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION . . . .    4

Item 7.   FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . .  F-8

Item 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE. . . . . . . . . . . . . . . . . . . . . . .   19

Item 8a.  CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . . . .   19

Item 8b.  OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . .   19

Item 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT . . . . . . . .   19

Item 10.  EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . . . . . . .   21

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. .   22

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . . . . . . . . .   23

Item 13.  INDEX TO EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . .   24

Item 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES. . . . . . . . . . . . . .   24
</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 212, 1166 Alberni Street, Vancouver, British
Columbia, Canada.   On December 15th 2004, the Company reached an agreement to
have the rental fees for office space owing waived for the period from May 2002
to December 2004. (See Note 3 of the Audited Consolidated Financial Statements.)


                                      - 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 2004.

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 2004 and 2003 is shown
below, as quoted by Yahoo!(R) Finance.  Prices are inter-dealer quotations,
without retail mark-up, markdown or commissions and may not represent actual
transactions.


                                      - 3 -
<PAGE>
<TABLE>
<CAPTION>
<S>             <C>        <C>
QUARTER ENDING  HIGH BID   LOW BID
--------------  ---------  --------
March 2003      $    0.01  $   0.01
June 2003       $    0.00  $   0.00
September 2003  $    0.00  $   0.00
December 2003   $    0.01  $   0.00
March 2004      $    0.00  $   0.00
June 2004       $    0.00  $   0.00
September 2004  $    0.00  $   0.00
December 2004   $    0.02  $   0.02
</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, 2004 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 2004, without registration under the
Securities Act of 1933, as amended.

<TABLE>
<CAPTION>
<S>   <C>            <C>               <C>
NAME  DATE ACQUIRED  NUMBER OF SHARES  AGGREGATE CONSIDERATION
----  -------------  ----------------  -----------------------
NIL
----  -------------  ----------------  -----------------------

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

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

----  -------------  ----------------  -----------------------
</TABLE>


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
audited consolidated financial statements and notes thereto appearing elsewhere
in this annual report on Form 10-KSB.


                                      - 4 -
<PAGE>
OVERVIEW

The audited consolidated financial statements at December 31, 2004 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
2004, had a working capital deficiency of $592,226.  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 2004 and 2003 are not indicative
of our current business plan and operations. During the years ended December 31
2004 and 2003, 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, 2004 AND TWELVE MONTHS ENDED DECEMBER 31, 2003

Revenue:  We had no revenue for the twelve months ended December 31, 2004 nor
for the twelve months ended December 31, 2003.

General and Administrative Operating Expenses:  Our operating expenses were
$52,141 for the year ending December 31st 2004, compared to $193,961 in fiscal
2003, a decrease of $141,820.  The Company did not require consulting services
or web hosting during 2004. The decrease in expenses during 2004 was mainly
attributed to the lack of consulting fees, imputed interest and Internet and web
hosting fees. General and administrative fees increased by $3,180 in 2004.

LIQUIDITY AND CAPITAL RESOURCES

Our cash position increased to $2,870 on December 31 2004 from $81 on December
31 2003.  Advances from non-related parties of $15,142 funded operations during
the year ended December 31, 2004.

The working capital deficit at December 31 2004 is $592,226 as compared to
$615,780 at December 31 2003.


                                      - 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, 2004.

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


                                [GRAPHIC OMITTED}

MANNING ELLIOTT               11th floor, 1050 West Pender Street, Vancouver,
                              BC, Canada V6E 3S7

CHARTERED ACCOUNTANTS         Phone: 604.714.3600 Fax: 604.714.3669  Web:
                              manningelliott.com


            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors
of 649.com, Inc.
(A Development Stage Company)

We have audited the accompanying consolidated balance sheets of 649.com, Inc. (A
Development Stage Company) as of December 31, 2004 and 2003 and the related
consolidated statements of operations, stockholders' deficit and cash flows for
the period from June 13, 1990 (Date of Inception) to December 31, 2004 and the
years ended December 31, 2004 and 2003. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the aforementioned consolidated financial statements present
fairly, in all material respects, the financial position of 649.com, Inc. (A
Development Stage Company), as of December 31, 2004 and 2003, and the results of
its operations and its cash flows for the period from June 13, 1990 (Date of
Inception) to December 31, 2004 and the years ended December 31, 2004 and 2003,
in conformity with accounting principles generally accepted in the United
States.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has losses from operations since
inception, no source of revenues and insufficient working capital to meet
purchase/option obligations. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also discussed in Note 1. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


/s/ "Manning Elliott"


CHARTERED ACCOUNTANTS

Vancouver, Canada

February 28, 2005


                                       F-8
<PAGE>
<TABLE>
<CAPTION>
649.com, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
(Expressed in U.S. Dollars)


                                                                      December 31,
                                                                  2004           2003
                                                                   $              $
=========================================================================================
<S>                                                          <C>             <C>

ASSETS

Current Assets

 Cash                                                                2,870            81
 Prepaid expenses                                                        -            19
-----------------------------------------------------------------------------------------

Total Current Assets                                                 2,870           100
-----------------------------------------------------------------------------------------

Total Assets                                                         2,870           100
=========================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

 Accounts payable (Note 3)                                         147,298       184,224
 Accrued liabilities                                                 3,000         2,000
 Due to related parties (Note 4)                                     8,242         8,242
 Due to non-related parties (Note 5)                               436,556       421,414
-----------------------------------------------------------------------------------------

Total Current Liabilities                                          595,096       615,880
-----------------------------------------------------------------------------------------

Commitments and Contingencies (Note 1)

Stockholders' Deficit

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

Common stock:
Authorized: 50,000,000 shares with a par value of $0.01                475           475
Issued and outstanding: 475,206 (2003: 475,206) (Note 6(b))

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

Donated Capital (Notes 4 and 5)                                    481,199       416,167

Deficit Accumulated During the Development Stage                (2,651,503)   (2,610,025)
-----------------------------------------------------------------------------------------

Total Stockholders' Deficit                                       (592,226)     (615,780)
-----------------------------------------------------------------------------------------

Total Stockholders' Liabilities and Deficit                          2,870           100
=========================================================================================
</TABLE>


   The accompanying notes are an integral part of these financial statements

                                       F-9
<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      Year Ended     (Date of Inception)
                                                        December 31,    December 31,     to December 31,
                                                            2004            2003               2004
                                                             $               $                  $
<S>                                                    <C>             <C>             <C>
Revenue                                                            -               -                45,500
-----------------------------------------------------------------------------------------------------------

Expenses

 Assets written-off                                                -               -                90,188
 Consulting fees                                                   -         100,000               140,000
 Depreciation and amortization                                     -               -                 4,111
 General and administrative                                   52,141          48,961               631,240
 Internet and web hosting fees                                     -          45,000                85,000
 Research and development                                          -               -               124,650
 Stock-based compensation                                          -               -             1,434,822
-----------------------------------------------------------------------------------------------------------

Total Expenses                                                52,141         193,961             2,510,011
-----------------------------------------------------------------------------------------------------------

Net Loss From Operations                                     (52,141)       (193,961)           (2,464,511)

Other (Income) Expense

 Gain on debt settlement (Note 3(a) and (b))                 (76,000)              -              (159,512)
 Imputed and other interest expense                           65,337          62,865               346,504
-----------------------------------------------------------------------------------------------------------

Net Loss for the Year                                        (41,478)       (256,826)           (2,651,503)
===========================================================================================================

Basic and Diluted loss per share                               (0.09)          (0.54)
===========================================================================================================

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


   The accompanying notes are an integral part of these financial statements

                                      F-10
<PAGE>
<TABLE>
<CAPTION>
649.com, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)


                                                                                                         Accumulated from
                                                                                                          June 13, 1990
                                                                         Year Ended      Year Ended    (Date of Inception)
                                                                        December 31,    December 31,     to December 31,
                                                                            2004            2003               2004
                                                                             $               $                  $
===========================================================================================================================
<S>                                                                    <C>             <C>             <C>
Cash Flows To Operating Activities

Net loss                                                                     (41,478)       (256,826)           (2,651,503)

Adjustments to reconcile net loss to cash
    Stock-based compensation                                                       -               -             1,434,822
    Depreciation and amortization                                                  -               -                 4,111
    Imputed interest                                                          65,032          62,865               346,199
    Write off of accounts payable                                                  -               -               (83,512)
    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               135,000

Changes in operating assets and liabilities
    Increase in prepaid expenses and other current assets                         19             (19)              (26,000)
    Increase in accounts payable and accrued liabilities                     (35,926)         56,550               233,810
---------------------------------------------------------------------------------------------------------------------------

Net Cash Used In Operating Activities                                        (12,353)         (2,430)             (488,047)
===========================================================================================================================

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 non-related parties                                          15,142              59               314,508
---------------------------------------------------------------------------------------------------------------------------

Net Cash Provided By Financing Activities                                     15,142              59               553,508
---------------------------------------------------------------------------------------------------------------------------

Increase (Decrease) in Cash                                                    2,789          (2,371)                2,870

Cash - Beginning of Period                                                        81           2,452                     -
===========================================================================================================================

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

Non-Cash Financing Activities
   During the year ended December 31, 1999, the Company issued
   6,500,000 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.                                                    -               -              (220,383)
   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                                                               -               -                     -
===========================================================================================================================
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                      F-11
<PAGE>
<TABLE>
<CAPTION>
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity
From June 13, 1990 (Date of Inception) to December 31, 2004
(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)
=================================================================================================================================
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                      F-12
<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,  2004,  the Company has not recognized any
     revenue,  has  a  working  capital deficit of $592,226, and has accumulated
     operating losses of $2,651,503 since its inception. The continuation of the
     Company  is  dependent  upon the continuing financial support of creditors,
     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-13
<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-14
<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, 2004.

     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, 2004 and
          2003,  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-15
<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-16
<PAGE>
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(U.S. dollars)


3.   Accounts Payable

     a)   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.

     b)   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,  2004,  the  Company  owes a significant stockholder,
     Intrepid,  $8,242  (2003: $8,242). The amount owing is non-interest bearing
     unsecured  and  due  upon demand. Imputed interest of $1,236 (2003: $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 $427,252
     (2003:  421,414) are due on demand and are unsecured. During the year ended
     December  31,  2004 imputed interest of $63,796 (2003: $61,629) was charged
     to operations and treated as donated capital.

     Interest  bearing  notes  are  owing  to  non-related  parties  of  $9,304
     (2003 - $Nil) as follows:

     a)   On  July  2,  2004,  the  Company  received $5,000 from Hokley Limited
          ("Hokley"). 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, 2005.


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 of December 31, 2004 and 2003 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.


    The accompanying notes are an integral part of these financial statements

                                      F-17
<PAGE>
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(U.S. dollars)


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 $1,012,000 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>
                               2004        2003
<S>                          <C>        <C>
                             $          $

Net Operating Income (Loss)   (52,141)   (193,961)
Statutory Tax Rate                 34%         34%
Effective Tax Rate                  -           -
Deferred Tax Asset             17,728      65,947
Valuation Allowance           (17,728)    (65,947)
--------------------------------------------------

Net Deferred Tax Asset              -           -
==================================================

</TABLE>


8.   Subsequent  Event

     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.


    The accompanying notes are an integral part of these financial statements

                                      F-18
<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 and 2003, 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, 2004.

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>


                                      F-19
<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


                                      F-20
<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,
2004 or for the fiscal year ended in Dec 31 2003.

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.


                                      F-21
<PAGE>
<TABLE>
<CAPTION>
                                              SUMMARY COMPENSATION TABLE


                                                                            Long Term Compensation
                                                                    ---------------------------------------
                                  Annual Compensation                        Awards              Payouts
                     ---------------------------------------------  ------------------------  -------------
(a)                   (b)       (c)           (d)          (e)          (f)          (g)           (h)          (i)
-------------------  -----  -----------  -------------  ----------  -----------  -----------  -------------  ----------
    Name and                                              Other                  Securities
Principal Position    Year    Salary         Bonus        Annual    Restricted   Underlying       LTIP       All Other
                                ($)           ($)        Compen-       Stock      Options/         Pay        Compen-
                                                         sation ($)    Awards      SARS (#)      outs ($)     sation ($)
-------------------  -----  -----------  -------------  ----------  -----------  -----------  -------------  ----------
<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
-------------------  -----  -----------  -------------  ----------  -----------  -----------  -------------  ----------
<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.
4    Mr. Martin was appointed as a Director and Secretary/Treasurer on
     December 30, 2003.
</TABLE>

OPTIONS/SAR  GRANTS

We  did  not  issue any options or SARs during the year ended December 31, 2004.

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, 2004.


ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of January 1st 2005, 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.


                                     - 22 -
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS                         NUMBER OF SHARES BENEFICIALLY OWNED  PERCENTAGE OF 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                                     123,625               26.015%
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
4th Floor, Office 401, P.O. Box 28697                                 48,333               10.171%
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                                           62,333                13.12%
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                                          0                   0 %
---------------------------------------  -----------------------------------  --------------------
TOTAL:                                                               452,623               95.248%
---------------------------------------  -----------------------------------  --------------------
</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.


                                     - 23 -
<PAGE>
ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K

Exhibit Number  Description

           2.1  Form 8-K filed on Oct 15 2004 re. 100:1 rollback
           2.2  Form 8-K filed on Oct 15 2004 re. Promissory Note
          31.1  302 Certification for the Chief Executive Officer
          31.2  302 Certification for the Chief Financial Officer
          32.1  906 Certification for the Chief Executive Officer
          32.2  906 Certification for the Chief Financial Officer

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:

                             2004  $7,550
                             2003  $4,500


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.


                                     - 24 -
<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/ Mark Glusing                                           Date: March 29, 2005
--------------------
Mark Glusing
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/ Mark Glusing                                           Date: March 29, 2005
--------------------
Mark Glusing
President / Director


/s/ Cary Martin                                            Date: March 29, 2005
--------------------
Mark Glusing
Secretary / Treasurer / Director


                                     - 25 -
<PAGE>