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                                  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:  SEPTEMBER 30, 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 small business issuer 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                         V6E 3Z3
------------------------------------------     ---------------------------------
Vancouver, British Columbia, Canada
(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 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 NOVEMBER
10, 2004.

                  TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT

Yes  [ ]  No  [X]
(Check one)


--------------------------------------------------------------------------------
                                                                          Page 2
<PAGE>
                                  649.COM INC.
                          (A Development Stage Company)

                                   FORM 10-QSB


PART 1 - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS

Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . .  F-2

Consolidated Statement of Operations. . . . . . . . . . . . . . . . . . . .  F-3

Consolidated Statement of Cash Flow . . . . . . . . . . . . . . . . . . . .  F-4

Notes to the Consolidated Financial Statements. . . . . . . . . . . . . . .  F-5


--------------------------------------------------------------------------------
                                                                        Page F-1
<PAGE>
<TABLE>
<CAPTION>
649.com, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
(U.S. Dollars)
---------------------------------------------------------------------------------------------------------
                                                                           September 30,    December 31,
                                                                               2004             2003
                                                                            (Unaudited)      (Audited)
                                                                                 $               $
---------------------------------------------------------------------------------------------------------
<S>                                                                       <C>              <C>

ASSETS

Current Assets

Cash                                                                               4,227              81
Prepaid                                                                                -              19
---------------------------------------------------------------------------------------------------------

Total Assets                                                                       4,227             100
=========================================================================================================


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable (Note 3)                                                        210,264         184,224
Accrued liabilities                                                                  750           2,000
Notes payable (Note 4)                                                             9,104               -
Due to stockholders (Note 5)                                                       8,242           8,242
Due to non-related parties (Note 6)                                              425,967         421,414
---------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                        654,327         615,880
---------------------------------------------------------------------------------------------------------

Stockholders' Deficit

Common Stock: 50,000,000 common shares authorized with a par value                   475             475
of $0.001; 475,206, (December 31, 2003 - 475,206) (Note 7(b))
Preferred stock, 5,000,000 shares authorized with a par value of $0.001                -               -

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

Donated Capital (Notes 5 and 6)                                                  464,917         416,167

Deficit Accumulated During the Development Stage                              (2,693,095)     (2,610,025)
---------------------------------------------------------------------------------------------------------

Total Stockholders' Deficit                                                     (650,100)       (615,780)
---------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Deficit                                        4,227             100
=========================================================================================================

           The accompanying notes are an integral part of these financial statements
</TABLE>


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


====================================================================================================
                                                                                  Accumulated from
                                                                                   June 13, 1990
                                     Three Months Ended    Nine Months Ended     (Date of Inception)
                                        September 30,         September 30,       to September 30,
                                      2004       2003       2004        2003             2004
                                        $          $          $          $                $
====================================================================================================
<S>                                 <C>        <C>        <C>        <C>         <C>

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


Expenses

Accounts payable written-off               -          -          -           -              (83,512)
Consulting fees                            -     30,000          -      90,000              140,000
Depreciation and amortization              -          -          -           -                4,111
Equipment and software written-off         -          -          -           -               54,188
General and administrative            12,315     12,777     34,216      36,670              613,315
Imputed interest                      16,420     16,496     48,854      49,019              330,021
Internet and web hosting fees              -     15,000          -      45,000               85,000
Prepaid expenses written-off               -          -          -           -               36,000
Research and development                   -          -          -           -              124,650
Stock-based compensation                   -          -          -           -            1,434,822
----------------------------------------------------------------------------------------------------

Total Expenses                        28,735     74,273     83,070     220,689            2,738,595
----------------------------------------------------------------------------------------------------

Net Loss for the Period              (28,735)   (74,273)   (83,070)   (220,689)          (2,693,095)
====================================================================================================

Basic and Diluted Loss Per Share           -          -          -           -
====================================================================================================

Weighted Average Number              475,206    475,206    475,206     475,206
of Common Shares Outstanding
====================================================================================================

           The accompanying notes are an integral part of these financial statements
</TABLE>


--------------------------------------------------------------------------------
                                                                        Page F-3
<PAGE>
<TABLE>
<CAPTION>
649.com, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
Nine Months Ended September 30
(U.S. Dollars)
(Unaudited)


============================================================================
                                                         2004        2003
                                                           $          $
----------------------------------------------------------------------------
<S>                                                    <C>        <C>

Cash Flows To Operating Activities

Net loss for the period                                 (83,070)   (220,689)

Adjustments to reconcile net loss to cash

Imputed interest                                         48,750      49,019

Changes in operating assets and liabilities

Decrease in prepaid expenses and other current assets        19           -
Increase in accounts payable and accrued liabilities     24,790     157,288
----------------------------------------------------------------------------

Net Cash Used In Operating Activities                    (9,511)    (14,382)
----------------------------------------------------------------------------

Cash Flows From Financing Activities

Advances from a non-related party                         4,553      12,363
Proceeds from notes payable                               9,104           -
----------------------------------------------------------------------------


Net Cash Provided By Financing Activities                13,657      12,363
----------------------------------------------------------------------------

Increase (Decrease) in Cash                               4,146      (2,019)

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

Cash - End of Period                                      4,227         433
============================================================================

The accompanying notes are an integral part of these financial statements
</TABLE>


--------------------------------------------------------------------------------
                                                                        Page F-4
<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  September  30,  2004, the Company has not recognized any
     revenue,  has  a  working  capital deficit of $650,100, and has accumulated
     operating losses of $2,693,095 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  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.


--------------------------------------------------------------------------------
                                                                        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)

     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).

          When  determining  whether  to  utilize  gross  or  net recognition of
          license  fees,  the  Company will consider the following criteria. The
          Company  is  the  primary  obligor to the transaction, the Company has
          full  pricing  latitude,  the  Company  can  modify  the  product
          specifications  as  it  sees fit, the Company will perform part of the
          service to the end customer, the Company carries sole risk of physical
          inventory  loss, the Company realizes full credit risk, and commission
          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-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)

     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  September  30,  2004.

     k)   Accounting for Employee Stock Options

          In  conformity  with  the  provisions of SFAS No. 123, "Accounting for
          Stock-Based Compensation," the Company has determined that it will not
          change  to  the  fair value method prescribed by SFAS No. 123 and will
          continue  to  follow  Accounting  Principles  Board Opinion No. 25 for
          measurement  and  recognition  of  employee  stock-based transactions.

     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 September 30, 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, accounts payable,
          accrued  liabilities, notes payable, advances from related parties and
          others.  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
          parties  and  other  advances approximates their carrying value due to
          the  immediate  or short-term maturity of these financial instruments.


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

          In December 2003, the United States Securities and Exchange Commission
          issued  Staff  Accounting Bulletin No. 104, "Revenue Recognition" (SAB
          104),  which  supersedes  SAB  101,  "Revenue Recognition in Financial
          Statements."  The  primary purpose of SAB 104 is to rescind accounting
          guidance  contained  in  SAB  101  related to multiple element revenue
          arrangements, which was superseded as a result of the issuance of EITF
          00-21,  "Accounting  for  Revenue  Arrangements  with  Multiple
          Deliverables." While the wording of SAB 104 has changed to reflect the
          issuance  of EITF 00-21, the revenue recognition principles of SAB 101
          remain  largely  unchanged by the issuance of SAB 104. The adoption of
          SAB  104  did  not  have  a material impact on the Company's financial
          statements.

     p)   Comparative Figures

          The comparative figures for common shares issued have been restated to
          reflect  a  rollback  of  100  to  1.

     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.

3.   Accounts Payable

     a)   On  October  1,  2003,  the  Company  reached an agreement with Syntec
          Software S.A. to waive on-line software development fees owing for the
          period  from  February  1, 2003 to October 1, 2003. The value of these
          fees  of  $90,000  was  treated  as  donated  capital.

     b)   On  October  1,  2003,  the  Company reached an agreement with WebLink
          Management  S.A. to waive Internet and web hosting fees for the period
          from  January 1, 2003 to September 1, 2003. The value of these fees of
          $45,000  was  treated as donated capital. The fiscal 2002 Internet and
          web  hosting  fees  in the amount of $40,000 will be paid on or before
          May  1,  2005,  or as and when the Company starts earning revenue from
          the  sale  of  licenses  and/or  the  receipt  of  royalties.


4.   Notes Payable

     a)   On  July  2,  2004, the Company received $5,000 by way of a promissory
          note  from  Hokley  Limited  ("Hokley")  a  non-related  party.  The
          promissory  note  is  unsecured,  bears interest at 8% per annum along
          with  a  loan  fee of 10% and is due on July 2, 2006. 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 a $4,000 by way of a
          promissory  note  from Hokley. The promissory note is unsecured, bears
          interest  at 10%, along with a loan fee of 10% and is due on September
          24, 2005. Repayment of the principal, accrued interest and loan fee is
          payable  by  the  Company  on  September  24,  2005.


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

5.   Related Party Transactions/Balances

     The  Company  made  advances  to,  and  received advances from, its largest
     stockholder,  Bay  Cove  Investments  Limited  ("Bay  Cove").  No  formal
     arrangement  exists for such advances, which have historically been made or
     received  on  an "as-needed" basis. During fiscal 2002 EuroCapital Holdings
     AVV ("EuroCapital") a non-related party assumed the amount due to Bay Cove.
     On  November 15, 2002 the Company issued 29,000,000 common shares at $.0034
     per  share  to  settle  debt  of  $98,600.

     As  of  September 30, 2004, the Company owes this stockholder $8,242 (2003:
     $8,242).  During  the  nine  months  ended  of  September  30, 2004 imputed
     interest  of  $927  (2003:  $927)  was charged to operations and treated as
     donated  capital.


6.   Due to Non-Related Parties

     The  amounts  owing to non-related parties are non-interest bearing with no
     specific terms of repayment and due on demand. During the nine months ended
     of  September  30,  2004  imputed  interest  of $47,927 (2003: $48,092) was
     charged  to  operations  and  treated  as  donated  capital.


7.   Common Stock

     a)   The  Company  has a Stock Option Plan approved and registered December
          1,  1999. 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 September 30, 2004 and December 31,
          2003  there  were  no  outstanding  stock  options.

          The  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 Opinion 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 employee's purchase rights, pursuant to stock
          options,  under  SFAS  123,  will be estimated using the Black-Scholes
          model.

     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 for every 100
          old shares held. Following the reverse split, the Company's authorized
          capital  was  increased  back  to  50,000,000  common  shares.  These
          financial  statements  have been retroactively restated to reflect the
          changes  to  the  issued  and  authorized  common  stock.


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

                             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 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 potentially 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 Inc. 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.


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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.


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ITEM 2.     MANAGEMENTS' DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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 $2,693,095 and has a working capital
deficit  of  $650,100. These factors raise substantial doubt about the Company's
ability  to  continue  as  a  going  concern.

We 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

Nine months ended September 30, 2004 ("2004") compared to the nine months ended
September 30, 2003 ("2003"):

The Company has no revenue for 2004 and 2003. Expenses decreased by $137,619 to
$83,070 in 2004 as compared to $220,689 in 2003.  There were no consulting fees
in 2004 as compared to $90,000 in 2003.  There were no Internet and web hosting
fees in 2004 as compared to $45,000 in 2003.

The  net loss for 2004 was $83,070 as compared to $220,689 in 2003. Our net loss
per  share  remained  at  $nil  for  2004  and  2003.

FINANCIAL CONDITION AND LIQUIDITY

At  September 30, 2004 the Company had cash and cash equivalents totaling $4,227
compared  to  $81  at  December  31,  2003.


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On July 2, 2004, the Company received cash advances of $5,000 from a non-related
party,  bearing  interest  at  a rate of 8% per annum and a loan fee of 10%. The
funds  are  repayable  on  July  2,  2006.

On  September  24,  2004,  the  Company  received cash advances of $4,000 from a
non-related party, bearing interest at a rate of 10% per annum and a loan fee of
10%.  The  funds  are  repayable  on  September  24,  2005.

We  have  also  received  $4,553 from another non-related party. These funds are
non-interest  bearing,  unsecured  and  with  no  specific  terms  of repayment.

These  funds  were  used to fund our operating activities of $9,511 and increase
our  cash  position  by  $4,146.  As  a  result, our cash position has increased
during 2004 to $4,227 and our working capital deficit, as at September 30, 2004,
is  $650,100.


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-15.  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 September 30, 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.


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PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.


ITEM 2.  UNREGISTERED SALES OF EQUITY 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

None.


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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.

649.COM INC.
(Registrant)



/s/ Mark Glusing                    Date: November 10, 2004
--------------------------------
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: November 10, 2004
Mark Glusing
President / Director
--------------------------------

/s/ Cary Martin                    Date: November 10, 2004
Cary Martin
Secretary / Treasurer / Director
--------------------------------


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