UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 10-QSB


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

     For the quarterly period ended:  MARCH 31, 2005

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

     For the transition period from________________ to ________________



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



               Texas                       0-30381                760495640
----------------------------------  ----------------------  --------------------
  (State or other jurisdiction of      (Commission File         (IRS Employer
   incorporation or organization)           Number)          Identification No.)


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


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



--------------------------------------------------------------------------------
 (Former name, former address and former                          (Zip Code)
fiscal year, if changed since last report)


--------------------------------------------------------------------------------
                                                                          Page 1


<PAGE>
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 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  [ ]


          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                         DURING THE PRECEDING FIVE YEARS

                                 Not applicable.


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.  475,206 COMMON SHARES AS AT MAY 10,
2005.


Transitional Small Business Disclosure Format:

Yes [ ]    No[X]
(Check one)


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                                                                          Page 2


<PAGE>
<TABLE>
<CAPTION>
                                  649.COM INC.
                          (A Development Stage Company)

                                   FORM 10-QSB


PART I - FINANCIAL INFORMATION
<S>                                                                    <C>

ITEM 1.  FINANCIAL STATEMENTS

Consolidated Balance Sheets  . . . . . . . . . . . . . . . . . . . .   F-1

Consolidated Statements of Operations and Comprehensive Loss . . . .   F-2

Consolidated Statements of Cash Flow . . . . . . . . . . . . . . . .   F-3

Notes to the Consolidated Financial Statements . . . . . . . . . . .   F-4

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION .    11

ITEM 3.  CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . .    12


PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . .   13

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS   13

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES . . . . . . . . . . . . . .   13

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . .   13

ITEM 5.  OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . .   13

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . .   13
</TABLE>


--------------------------------------------------------------------------------
                                                                          Page 3


<PAGE>
<TABLE>
<CAPTION>
649.com, Inc.
(A Development Stage Company)
Consolidated Financial Statements
March 31, 2005
(U.S. Dollars)
(Unaudited)

                                                                        Index
<S>                                                                     <C>
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . .   F-1

Consolidated Statements of Operations . . . . . . . . . . . . . . . . .   F-2

Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . .   F-3

Notes to the Consolidated Financial Statements. . . . . . . . . . . . .   F-4
</TABLE>


--------------------------------------------------------------------------------
                                                                          Page 4


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

                                                     March 31,     December 31,
                                                        2005           2004
                                                         $              $
                                                    (unaudited)     (audited)
================================================================================
<S>                                                 <C>           <C>

ASSETS

Current Assets

Cash                                                      4,566           2,870
================================================================================

Total Assets                                              4,566           2,870
================================================================================


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable (Note 3)                               125,958         147,298
Accrued liabilities                                       2,000           3,000
Due to stockholders (Note 4)                              8,242           8,242
Due to non-related parties (Note 5)                     446,228         436,556
================================================================================

Total Current Liabilities                               582,428         595,096
================================================================================

Stockholders' Deficit

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

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

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

Donated Capital (Notes 3, 4 and 5)                      497,042         481,199

Deficit Accumulated During the Development Stage     (2,652,982)     (2,651,503)
================================================================================

Total Stockholders' Deficit                            (577,862)       (592,226)
================================================================================

Total Stockholders' Liabilities and Deficit               4,566           2,870
================================================================================
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       F-1
<PAGE>
<TABLE>
<CAPTION>
(A Development Stage Company)
Consolidated Statements of Operations
(U.S. Dollars)
(unaudited)

                                                                                                     Accumulated from
                                                           Three Month           Three Month          June 13, 1990
                                                              Ended                 Ended          (Date of Inception)
                                                            March 31,             March 31,            to March 31,
                                                               2005                  2004                  2005
                                                                $                     $                     $
<S>                                                    <C>                   <C>                   <C>

Revenue                                                                  -                     -                45,500
=======================================================================================================================

Expenses

Asset written-off                                                                                               90,188
Consulting fees                                                          -                     -               140,000
Depreciation and amortization                                            -                     -                 4,111
General and administrative                                           5,092                10,844               636,332
Internet and web hosting fees                                                                  -                85,000
Research and development                                                 -                     -               124,650
Stock-based compensation                                                 -                     -             1,434,822
=======================================================================================================================

Total Expenses                                                       5,092                10,844             2,515,103
=======================================================================================================================

Net Loss from Operations                                            (5,092)              (10,844)           (2,469,603)

Other (Income) Expense:

Debt settlement                                                    (20,000)                    -              (179,512)
Interest expense (Note 5)                                           16,387                16,173               362,891
-----------------------------------------------------------------------------------------------------------------------

Net Loss for the Period                                             (1,479)              (27,017)           (2,652,982)
=======================================================================================================================

Basic and Diluted loss per share                                         -                     -
=======================================================================================================================
Weighted average number of common shares outstanding               475,206               475,206
=======================================================================================================================
</TABLE>

    The accompanying notes are an integral part of these financial statements


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

                                                                                                           Accumulated from
                                                                         Three Months    Three Months       June 13, 1990
                                                                            Ended            Ended       (Date of Inception)
                                                                          March 31,        March 31,         to March 31,
                                                                             2005            2004                2005
                                                                              $                $                  $
=============================================================================================================================
<S>                                                                     <C>             <C>              <C>
Cash Flows To Operating Activities

Net loss                                                                       (1,479)         (27,017)           (2,652,982)

Adjustments to reconcile net loss to cash

    Stock-based compensation                                                        -                -             1,434,822
    Depreciation and amortization                                                   -                -                 4,111
    Imputed interest                                                           15,843           16,173               362,042
    Gain on settlement of debt                                                (20,000)               -              (179,512)
    Write off of assets                                                             -                -                90,188
    Proceeds of equipment and software for consulting services                      -                -                 3,838
    Shares issued for domain name                                                   -                -                25,000
    Donated consulting services                                                     -                -               135,000

Changes in operating assets and liabilities

    Decrease in prepaid expenses and other current assets                           -               19               (26,000)
    (Decrease) increase in accounts payable and accrued liabilities            (2,340)           9,210               307,470
-----------------------------------------------------------------------------------------------------------------------------

Net Cash Used In Operating Activities                                          (7,976)          (1,615)             (496,023)
=============================================================================================================================

Cash Flows From Financing Activities

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

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

Common stock issued for cash                                                        -                -               239,000
Advances from related parties                                                       -                -                 8,242
Advance from unrelated parties                                                 29,145                -               446,228
Repayments of non-related party loans                                         (19,473)           1,636              (130,290)
-----------------------------------------------------------------------------------------------------------------------------

Net Cash Provided By Financing Activities                                       9,672            1,636               563,180
-----------------------------------------------------------------------------------------------------------------------------

Cash Flows To Investing Activities

Increase in Cash                                                                1,696               21                 4,566

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

Cash - End of Period                                                            4,566              102                 4,566
=============================================================================================================================

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-3
<PAGE>
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(expressed in U.S. dollars)
(Unaudited)


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 March 31, 2005, the Company has not recognized any revenue,
     has  a  working  capital deficit of $577,862, and has accumulated operating
     losses  of  $2,652,982 since its inception. The continuation of the Company
     is  dependent  upon  the  continuing  financial  support  of  creditors and
     stockholders  and  obtaining long-term financing, the completion of product
     development and achieving profitability. These conditions raise substantial
     doubt  about  the  Company's  ability to continue as a going concern. These
     financial  statements  do not include any adjustments that might arise from
     this uncertainty.


2.   Significant  Accounting  Principles

     a)   Basis of Accounting

          These  consolidated  financial  statements  have  been  prepared  in
          accordance with accounting principles generally accepted in the United
          States  of  America  and  are  presented  in  U.S.  dollars.

     b)   Consolidation

          These  consolidated  financial  statements  include  the  accounts  of
          the Company and its wholly-owned Canadian subsidiary, 649.com, Inc.


                                                                        Page F-4
<PAGE>
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(expressed in U.S. dollars)
(Unaudited)


2.   Significant Accounting Principles (continued)

     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.

     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  will  account  for  the  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.


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


2.   Significant Accounting Principles (continued)

     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.

     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  March  31,  2005.

     k)   Stock-based Compensation

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


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


2.   Significant Accounting Principles (continued)

     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 March 31, 2005 and December 31,
          2004,  the Company has no items that represent comprehensive loss and,
          therefore,  has  not  included a schedule of comprehensive loss in the
          financial  statements.

     n)   Financial Instruments

          The Company's financial instruments consist of cash, prepaid expenses,
          accounts payable, accrued liabilities, notes payable and advances from
          related  and  non-related  parties.  Unless  otherwise  noted,  it  is
          management's  opinion  that  the Company is not exposed to significant
          interest,  currency  or  credit  risks  arising  from  these financial
          instruments.  The  fair  value  of  cash, accounts payable and accrued
          liabilities,  advances  from  related  and  non-related  parties
          approximates  their  carrying value due to the immediate or short-term
          maturity  of  these  financial  instruments.

     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.


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


2.   Significant Accounting Principles (continued)

     o)   New Accounting Pronouncements (continued)

          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.

     q)   Interim Financial Statements

          These interim unaudited financial statements have been prepared on the
          same  basis  as  the annual financial statements and in the opinion of
          management,  reflect  all  adjustments,  which  include  only  normal
          recurring  adjustments,  necessary  to  present  fairly  the Company's
          financial  position,  results  of  operations  and  cash flows for the
          periods  shown.  The  results  of  operations for such periods are not
          necessarily  indicative of the results expected for a full year or for
          any  future  period.


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


3.   Accounts Payable

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

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

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


4.   Related Party Transactions/Balances

     As  of  March  31,  2005,  the  Company  owes  a  significant  stockholder,
     Intrepid,  $8,242 (2003: $8,242). The amount owing is non-interest bearing,
     unsecured and due upon demand. During the three months ended March 31, 2005
     imputed interest of $309 (2004: $309) 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 $446,228
     are  due  on  demand and are unsecured. During the three months ended March
     31,  2005  imputed  interest  of  $15,534  (2004:  $15,864)  was charged to
     operations and treated as donated capital.

     Interest  bearing  notes  are  owing  to  non-related parties of $35,000 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.

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

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


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


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  March 31, 2005 and December 31, 2004 there were no
          outstanding  stock  options.

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


                                                                       Page F-10
<PAGE>
                             649.COM INC. (SIXN.PK)
                          (A Development Stage Company)

                       QUARTERLY REPORT (SEC FORM 10-QSB)


OVERVIEW

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 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 July15th, 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 has 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.


--------------------------------------------------------------------------------
                                                                         Page 11

<PAGE>
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.     MANAGEMENTS' DISCUSSION AND ANLAYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

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.

We  are  a development stage company. In a development stage company, management
devotes most of its activities to establishing a new business. Planned principal
activities  have  not  yet  generated  any  revenue and the Company has suffered
recurring  losses  from inception, totaling $2,652,982 and has a working capital
deficit  of  $577,862. These factors raise substantial doubt about the Company's
ability  to  continue  as  a  going  concern.

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 CONTINUING OPERATIONS

Three months ended March 31, 2005 ("2005") compared to the three months ended
March 31, 2004 ("2004"):

The Company has no revenue for 2005 and 2004. Expenses decreased by $5,752 to
$5,092 in 2005 as compared to $10,844 in 2004.  The decrease in expenses is
attributed to the general and administrative fees in 2005 being $5,092 as
compared to $10,844 in 2004. The decrease in these fees is attributed to the
cancellation of administration fees owing in 2005.

The  net  loss  for  2005  was $1,479 as compared to $27,017 in 2004. One of the
contributing  factors  to  the  decrease  in  649.com's net loss in 2005 was the
agreements  the  Company  entered  into  to arrange for the cancellation of debt
(please  see  Note 3 in the Financial Statements for a detailed breakdown of the
agreements  the  company entered into).  Our net loss per share remained at $nil
for  2005  and  2004.

FINANCIAL CONDITION AND LIQUIDITY

At  March  31,  2005  the  Company had cash and cash equivalents totaling $4,566
compared  to  $2,870  at  December  31,  2004.


--------------------------------------------------------------------------------
                                                                         Page 12

<PAGE>
The  Company  received  cash advances of $29,145 from a non-related party, these
amounts  are unsecured, non-interest bearing and due on demand. These funds were
used  to fund our operating activities and increase our cash position by $1,696.
As  a  result,  our  cash  position  has increased during 2005 to $4,566 and our
working  capital  deficit,  as  at  March  31,  2005,  is  $577,862.


ITEM 3.     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 Quarterly Report on Form 10-QSB for the
period ended March 31, 2005.

There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation, including any significant deficiencies or material weaknesses of
internal controls that would require corrective action.


--------------------------------------------------------------------------------
                                                                         Page 13

<PAGE>
PART  II  -  OTHER  INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

On  September  27th  2004,  the  Shareholder's  approved,  in  lieu of a Special
Meeting,  a  resolution  to authorize the 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  to  be 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.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
Exhibit Number  Description
<S>             <C>

    2.1*        Form 8-K filed on Feb 17 2005 re. Promissory Note
    2.2*        Form 8-K filed on Feb 24 2005 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
</TABLE>



DOCUMENTS INCORPORATED BY REFERENCE
* Previously filed.


--------------------------------------------------------------------------------
                                                                         Page 14

<PAGE>
SIGNATURES

In  accordance  with the requirements of the Exchange Act, the registrant caused
this  report  to  be  signed  on  its  behalf  by the undersigned thereunto duly
authorized.

/s/ Mark Glusing                               Date: May 10, 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: May 10, 2005
------------------------------------
Mark Glusing
President / Director


/s/ Cary Martin                                Date: May 10, 2005
------------------------------------
Cary Martin
Secretary / Treasurer / Director


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