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:  JUNE 30, 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                              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 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 JULY 22,
2005.


Transitional Small Business Disclosure Format:

Yes [ ]    No [ ]
(Check one)


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

                                   FORM 10-QSB


PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

Consolidated Balance Sheets. . . . . . . . . . . . . . . . . . . . . . . .   F-5

Consolidated Statements of Operations. . . . . . . . . . . . . . . . . . .   F-6

Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . .  F-7

Notes to the Consolidated Financial Statements. . . . . . . . . . . . . . .  F-8

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. . . . .   15

ITEM 3.  CONTROLS AND PROCEDURES. . . . . . . . . . . . . . . . . . . . . .   16


PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . .  17

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS . . . .  17

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES . . . . . . . . . . . . . . . . . .  17

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . . . .  17

ITEM 5.  OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . .  17

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . . . .  17


--------------------------------------------------------------------------------
                                                                          Page 3
<PAGE>
649.com, Inc.
(A Development Stage Company)
Consolidated Financial Statements
June 30, 2005
(U.S. Dollars)
(Unaudited)

                                                                           Index

Consolidated Balance Sheets. . . . . . . . . . . . . . . . . . . . . . . .   F-5

Consolidated Statements of Operations. . . . . . . . . . . . . . . . . . .   F-6

Consolidated Statements of Cash Flows. . . . . . . . . . . . . . . . . . .   F-7

Notes to the Consolidated Financial Statements . . . . . . . . . . . . . .   F-8


--------------------------------------------------------------------------------
                                                                          Page 4
<PAGE>
<TABLE>
<CAPTION>
649.com, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
(U.S. Dollars)


                                                        June 30,     December 31,
                                                          2005           2004
                                                           $              $
                                                      (unaudited)     (audited)
==================================================================================
<S>                                                   <C>           <C>

ASSETS

Current Assets

Cash                                                          956           2,870
----------------------------------------------------------------------------------

Total Assets                                                  956           2,870
==================================================================================


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable (Note 3)                                 124,963         147,298
Accrued liabilities                                         2,000           3,000
Due to stockholders (Note 4)                                8,242           8,242
Due to non-related parties (Note 5)                       446,707         436,556
----------------------------------------------------------------------------------

Total Current Liabilities                                 581,912         595,096
----------------------------------------------------------------------------------

Stockholders' Deficit

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

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

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

Donated Capital (Notes 4 and 5)                           512,629         481,199

Deficit Accumulated During the Development Stage       (2,671,663)     (2,651,503)
----------------------------------------------------------------------------------

Total Stockholders' Deficit                              (580,956)       (592,226)
----------------------------------------------------------------------------------

Total Liabilities and Stockholders' Deficit                   956           2,870
==================================================================================
</TABLE>

   (The accompanying notes are an integral part of these financial statements)


                                      F - 5
<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        Six Months Ended       (Date of Inception)
                                    June 30,     June 30,     June 30,    June 30,       to June 30,
                                      2005         2004         2005        2004             2005
                                       $            $            $           $                $
<S>                                <C>         <C>           <C>         <C>         <C>
Revenue                                    -             -           -           -                45,500
---------------------------------------------------------------------------------------------------------

Expenses

Asset written-off                          -             -           -           -                90,188
Consulting fees                            -             -           -           -               140,000
Depreciation and amortization              -             -           -           -                 4,111
General and administrative             2,243        11,057       7,335      21,901               638,575
Internet and web hosting fees              -             -           -           -                85,000
Research and development                   -             -           -           -               124,650
Stock-based compensation                   -             -           -           -             1,434,822
---------------------------------------------------------------------------------------------------------

Total Expenses                         2,243        11,057       7,335      21,901             2,517,346
---------------------------------------------------------------------------------------------------------

Net Loss from Operations              (2,243)      (11,057)     (7,335)    (21,901)           (2,471,846)

Other (income) Expense

Debt settlement                            -             -     (20,000)          -              (179,512)
Interest expense (Note 5)             16,438        16,261      32,825      32,434               379,329
---------------------------------------------------------------------------------------------------------

Net Loss for the Period              (18,681)      (27,318)    (20,160)    (54,335)           (2,671,663)
=========================================================================================================

Basic and Diluted loss per share       (0.04)        (0.06)      (0.04)      (0.11)
=========================================================================================================

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


   (The accompanying notes are an integral part of these financial statements)


                                      F - 6
<PAGE>
<TABLE>
<CAPTION>
649.com, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(U.S. Dollars)
(Unaudited)


                                                                                                   Accumulated from
                                                                                                    June 13, 1990
                                                                          Six Months Ended        (Date of Inception)
                                                                         June 30,    June 30,        to June 30,
                                                                           2005        2004              2005
                                                                            $            $                $
=====================================================================================================================
<S>                                                                     <C>         <C>          <C>
Cash Flows To Operating Activities

Net loss                                                                  (20,160)     (54,335)           (2,671,663)

Adjustments to reconcile net loss to cash
    Stock-based compensation                                                    -            -             1,434,822
    Depreciation and amortization                                               -            -                 4,111
    Imputed interest                                                       31,430       32,434               377,629
    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        (3,335)      17,381               306,475
---------------------------------------------------------------------------------------------------------------------

Net Cash Used In Operating Activities                                     (12,065)      (4,501)             (500,112)
---------------------------------------------------------------------------------------------------------------------

Cash Flows To Investing Activities

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

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

Cash Flows from Financing Activities

Common stock issued for cash                                                    -            -               239,000
Advances from related parties                                                   -            -                 8,242
Advances from non-related parties                                          29,995                            447,078
Repayments of non-related party loans                                     (19,844)       4,578              (130,661)
---------------------------------------------------------------------------------------------------------------------

Net Cash Provided By Financing Activities                                  10,151        4,578               563,659
---------------------------------------------------------------------------------------------------------------------
Cash Flows To Investing Activities

Increase (Decrease) in Cash                                                (1,914)          77                   956

Cash - Beginning of Period                                                  2,870           81                     -
=====================================================================================================================
Cash - End of Period                                                          956          158                   956
=====================================================================================================================
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 - 7
<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 June 30, 2005, the Company has not recognized any revenue,
      has  a  working capital deficit of $580,956, and has accumulated operating
      losses  of $2,671,663 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.


                                                                        Page F 8
<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 9
<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  of  cash,  accounts payable, accrued liabilities, and
            amounts  due  to  stockholders  and  non-related  parties.  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  June  30,  2005.

      k)    Stock-based Compensation

            Options  are granted for services provided to the Company. Statement
            of  Financial Accounting Standards No. 123 ("SFAS123") requires that
            an  enterprise  recognize,  or at 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 10
<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 June 30, 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.

            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


                                                                       Page F 11
<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)

            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.

            In  March  2005,  the SEC staff issued Staff Accounting Bulletin No.
            107  ("SAB  No. 107") to give guidance on the implementation of SFAS
            123R. The Company will consider SAB No. 107 during implementation of
            SFAS  123R.

      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.


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.


                                                                       Page F 12
<PAGE>
649.com, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(expressed in U.S. dollars)
(Unaudited)


4.    Related Party Transactions/Balances

      As of June 30, 2005, the Company owes a significant stockholder, Intrepid,
      $8,242 (2004: $8,242). The amount owing is non-interest bearing, unsecured
      and  due  upon demand. During the three months ended June 30, 2005 imputed
      interest  of  $618  (2004:  $618) 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 $446,707 as
      of  June  30,  2005  (2004: $436,556) are due on demand and are unsecured.
      During  the  six-month  period  ended  June  30,  2005 imputed interest of
      $30,812  (2004:  $31,816) 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.


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 June 30, 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 13
<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 F 14
<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 $2,671,663 and has a working capital
deficit  of  $580,956. 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

Six months ended June 30, 2005 ("2005") compared to the six months ended June
30, 2004 ("2004"):

The Company has no revenue for 2005 and 2004. Expenses decreased by $14,566 to
$7,335 in 2005 as compared to $21,901 in 2004.  The decrease in expenses is
attributed to the general and administrative fees in 2005 being $7,335 as
compared to $21,901 in 2004. The decrease in these fees is attributed to the
cancellation of administration fees owing in 2005.

The  net  loss  for  2005 was $20,160 as compared to $54,335 in 2004. One of the
contributing  factors  to  the  decrease  in 649.com's net loss in 2005 were 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 for 2005 was
($0.04)  as  compared  to  ($0.11)  for  2004.

FINANCIAL CONDITION AND LIQUIDITY

At  June  30,  2005  the  Company  had  cash  and cash equivalents totaling $956
compared  to  $2,870  at  December  31,  2004.


--------------------------------------------------------------------------------
                                                                       Page F 15
<PAGE>
The  Company  received  cash advances of $29,995 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.  As  a result, our cash position has
increased  during  2005  to $956 and our working capital deficit, as at June 30,
2005,  is  $580,956.


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 June 30, 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 F 16
<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.

On June 2nd 2005, the Board of Directors accepted the resignation of Mark
Glusing as Director and President of the Corporation.  Mr. Cary C. Martin was
appointed as President of the Corporation, effective immediately.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
Exhibit Number  Description
<S>             <C>
     2.1*       Form 8-K filed on June 07 2005 re. Departure / Election of Directors
    31.1        302 Certification for the CEO and CFO
    32.1        906 Certification for the CEO and CFO
</TABLE>


DOCUMENTS INCORPORATED BY REFERENCE
* Previously filed.


--------------------------------------------------------------------------------
                                                                       Page F 17
<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/ Cary Martin                              Date: July 22, 2005
--------------------
Cary C. Martin
President / Director

In accordance with the Securities Exchange Act this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

/s/ Cary Martin                              Date: July 22, 2005
--------------------
Cary C. Martin
President / Director


--------------------------------------------------------------------------------
                                                                       Page F 18