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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:  MARCH 31, 2006

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


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

------------------------------------------   -----------------------------------
(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  [ ]

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

Yes  [ ]   No  [X]


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

                                 Not applicable.


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.  475,206 COMMON SHARES AS AT MAY 17,
2006.
Confirm outstanding shares with Transfer Agent

Transitional Small Business Disclosure Format:

Yes  [ ]   No  [X]
(Check one)


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

                                   FORM 10-QSB

PART I -   FINANCIAL INFORMATION


ITEM 1.    FINANCIAL STATEMENTS
<S>        <C>                                                          <C>
Balance Sheets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5

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

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

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

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. .  14

ITEM 3.    CONTROLS AND PROCEDURES. . . . . . . . . . . . . . . . . . .  15

PART II -  OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . .  16

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.  16

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES. . . . . . . . . . . . . . .  16

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. . . . .  16

ITEM 5.    OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . .  16

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . .16
</TABLE>


--------------------------------------------------------------------------------
                                                                          Page 3
<PAGE>
649.com, Inc.
(A Development Stage Company)
Financial Statements
March 31, 2006
(Expressed in U.S. Dollars)
(Unaudited)

<TABLE>
<CAPTION>
                                                                         Index
<S>                                                                      <C>
Balance Sheets. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   F-1

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

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

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


--------------------------------------------------------------------------------
                                                                          Page 4
<PAGE>
649.com, Inc.
(A Development Stage Company)
Balance Sheets
(Expressed in U.S. Dollars)
(unaudited)

<TABLE>
<CAPTION>
                                                           March 31,        December 31,
                                                             2006               2005
                                                               $                  $
                                                      (Non-consolidated)   (Consolidated)
==========================================================================================
<S>                                                   <C>                  <C>
ASSETS

Current Assets

Cash                                                               2,727            3,244
Prepaid                                                               40               70
------------------------------------------------------------------------------------------

Total Assets                                                       2,767            3,314
==========================================================================================


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable (Note 3)                                        122,957          123,154
Accrued liabilities                                                    -            4,000
Due to stockholders (Note 4)                                       8,242            8,242
Due to non-related parties (Note 5)                              462,568          461,529
------------------------------------------------------------------------------------------

Total Current Liabilities                                        593,767          596,925
------------------------------------------------------------------------------------------

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)                                  559,539          543,902

Deficit Accumulated During the Development Stage              (2,728,617)      (2,715,591)
------------------------------------------------------------------------------------------

Total Stockholders' Deficit                                     (591,000)        (593,611)
------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Deficit                        2,767            3,314
==========================================================================================
</TABLE>

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


                                     F-5
<PAGE>
649.com, Inc.
(A Development Stage Company)
Statements of Operations
(Expressed in U.S. Dollars)
(Unaudited)

<TABLE>
<CAPTION>
                                                                            Accumulated from
                                                                             June 13, 1990
                                             Three Months Ended           (Date of Inception)
                                        March 31,          March 31,         to March 31,
                                          2006               2005                2006
                                            $                  $                   $
                                    (Non-consolidated)   (Consolidated)    (Non-consolidated)
==============================================================================================
<S>                                 <C>                  <C>              <C>
Revenue                                              -                -                45,500
----------------------------------------------------------------------------------------------

Expenses

Asset written-off                                    -                -                90,188
Consulting fees                                      -                -               140,000
Depreciation and amortization                        -                -                 4,111
General and administrative                      (3,711)           5,092               645,424
Internet and web hosting fees                        -                -                85,000
Research and development                             -                -               124,650
Stock-based compensation                             -                -             1,434,822
----------------------------------------------------------------------------------------------

Total Expenses                                  (3,711)           5,092             2,524,195
----------------------------------------------------------------------------------------------

Net Income (Loss) from Operations                3,711           (5,092)           (2,478,695)

Other (income) Expense

Debt settlement                                      -          (20,000)             (179,512)
Interest expense (Note 4 and 5)                 16,737           16,387               429,434
----------------------------------------------------------------------------------------------

Net Loss for the Period                        (13,026)          (1,479)           (2,728,617)
==============================================================================================

Basic and Diluted loss per share                     -                -
==============================================================================================

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

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


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

<TABLE>
<CAPTION>
                                                                                                              Accumulated from
                                                                                                               June 13, 1990
                                                                                Three Months Ended          (Date of Inception)
                                                                           March 31,          March 31,         to March 31,
                                                                             2006               2005                2006
                                                                               $                  $                  $
                                                                      (Non-consolidated)   (Consolidated)    (Non-consolidated)
================================================================================================================================
<S>                                                                   <C>                  <C>              <C>
Cash Flows To Operating Activities

Net loss                                                                         (13,026)          (1,479)           (2,728,617)

Adjustments to reconcile net loss to cash
  Stock-based compensation                                                             -                -             1,434,822
  Depreciation and amortization                                                        -                -                 4,111
  Imputed interest                                                                15,637           15,843               424,539
  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                               30                -               (26,040)
  (Decrease) Increase in accounts payable and accrued liabilities                 (4,197)          (2,340)              302,469
--------------------------------------------------------------------------------------------------------------------------------
Net Cash Used In Operating Activities                                             (1,556)          (7,976)             (514,202)
--------------------------------------------------------------------------------------------------------------------------------

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                                                      -           29,145               461,900
Repayments of non-related party loans                                              1,039          (19,473)             (129,622)
--------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided By Financing Activities                                          1,039            9,672               579,520
--------------------------------------------------------------------------------------------------------------------------------

Cash Flows To Investing Activities

Increase (Decrease) in Cash                                                         (517)           1,696                 2,727

Cash - Beginning of Period                                                         3,244            2,870                     -
--------------------------------------------------------------------------------------------------------------------------------
Cash - End of Period                                                               2,727            4,566                 2,727
================================================================================================================================

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 Financial Statements
(Expressed in U.S. dollars)
(Unaudited)

1.   Nature  of  Operations  and  Continuance  of  Business

     649.com,  Inc.  (formerly,  Market  Formulation  and  Research  Corp.)  (a
     Development  Stage  Company)  (the  "Company")  was originally incorporated
     under  the  laws  of  the  State  of  Nevada on June 13, 1990 as MMM-Hunter
     Associates,  Inc. The Company was re-incorporated in Texas on March 1, 1996
     under  the  name  Market Formulation and Research Corp., for the purpose of
     providing  market  formulation  and research services. On May 12, 1999, the
     Company  amended  its  articles  of  incorporation, changed the name of the
     Company  to  649.com,  Inc.,  and  effected  a 5-for-1 forward stock split.

     On  September  15,  1999,  the  Company  entered  into  a  Plan  of
     Reorganization  and Acquisition (the "Acquisition Agreement") with 649.com,
     Inc.,  a  private company based in Alberta, Canada ("649"). Under the terms
     of  the  Acquisition Agreement, the Company was required to issue 6,500,000
     shares  of  its  common  stock and $100,000 cash to the sole stockholder of
     649,  Bay  Cove Investments Limited, in exchange for all of the outstanding
     common shares of 649. The total purchase price was $100,000. As of December
     31,  1999, the cash portion of the acquisition price had not yet been paid,
     and  accordingly,  such amount is included in due to stockholders (Note 5).
     No  amount  was  recorded for the issuance of 6,500,000 shares. The debt to
     the  stockholder  was  settled  on  November  15,  2002.

     This  acquisition  was  essentially  a  recapitalization of the Company and
     a  reverse  takeover  by  649.  Pursuant  to  reverse  takeover accounting,
     goodwill and other intangible assets were not recorded. The acquisition was
     accounted for using the purchase method of accounting for reverse takeovers
     whereby  the historical financial statements are those of 649. The purchase
     price was allocated based on the net book value of the net assets of 649 on
     the  date of acquisition and cash consideration of $100,000 and liabilities
     assumed  of  $120,383  were  treated  as  a reduction of paid in capital in
     accordance  with  rules  of  accounting  for  reverse  takeovers.

     The  Company  is  considered  a  development  stage  company  in accordance
     with  Statement  of  Financial  Accounting  Standards  (SFAS)  No. 7. These
     consolidated  financial  statements  have  been prepared in accordance with
     accounting  principles  generally accepted in the United States, on a going
     concern  basis,  which  contemplates  the  realization  of  assets  and the
     satisfaction  of  liabilities  and  commitments  in  the  normal  course of
     business. As at March 31, 2006, the Company has not recognized any revenue,
     has  a  working  capital deficit of $590,000, and has accumulated operating
     losses  of  $2,728,617 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

          The  consolidated  financial  statements  for  the  year  ending
          December  31,  2005  include  the  accounts  of  the  Company  and its
          wholly-owned  Canadian  subsidiary,  649.com,  Inc.  The  financial
          statements  for  the period ending March 31, 2006 are non-consolidated
          because  649.com,  Inc.  was  dissolved  and  struck  from the Alberta
          Corporate  Registration  System on October 2, 2005. It was dormant and
          had  no  material  assets  or  liabilities.


                                     F-8
<PAGE>
649.com, Inc.
(A Development Stage Company)
Notes to the 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.


                                     F-9
<PAGE>
649.com, Inc.
(A Development Stage Company)
Notes to the 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  March  31,  2006.

     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.

     m)   Comprehensive  Loss

          SFAS  No.  130,  "Reporting  Comprehensive  Income,"  establishes
          standards  for the reporting and display of comprehensive loss and its
          components in the financial statements. As at March 31, 2006 and 2005,
          the  Company  has  no  items  that  represent  comprehensive loss and,
          therefore,  has  not  included a schedule of comprehensive loss in the
          financial  statements.


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

2.   Significant  Accounting  Principles  (continued)

     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  Standards

          Management  does  not  believe  that  any recently issued, but not yet
          effective,  accounting  standards  if  currently  adopted could have a
          material  affect  on  the  accompanying  financial  statements.

     p)   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

     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.

4.   Related  Party  Transactions/Balances

     As  of  March  31,  2006,  the  Company  owes  a  significant  stockholder,
     Intrepid,  $8,242 (2005: $8,242). The amount owing is non-interest bearing,
     unsecured  and  due  upon demand. During the three-month period ended March
     31,  2006  imputed  interest of $309 (2004: $309) was charged to operations
     and  treated  as  donated  capital.


                                      F-11
<PAGE>
649.com, Inc.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars)
(Unaudited)

5.   Due to  Non-Related  Parties

     Non-interest  bearing  amounts  owing  to  non-related  parties of $462,568
     as  of March 31, 2006 (2005: $446,228) are due on demand and are unsecured.
     During  the  three-month  period  ended  March 31, 2006 imputed interest of
     $15,637  (2005:  $15,843)  was charged to operations and treated as donated
     capital.

     Interest  bearing  notes  are  owing  to  non-related parties of $53,894 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, 2006.

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

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

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

6.   Common  Stock

     The  Company  has  a  Stock  Option  Plan approved and registered. Pursuant
     to  this  plan,  the  Company can issue up to 10% of the outstanding common
     shares  on  December 1 of each year to certain key directors and employees.
     As  at March 31, 2006 and December 31, 2005 there were no outstanding stock
     options.


                                      F-12
<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 proposes 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
47,520,650 common shares, being the issued and outstanding shares of the Company
to a maximum of 100:1. Following the rollback, the Company's issued and
outstanding shares were 475,206 and the authorized capital was increased back to
50,000,000 shares.


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                                                                         Page 13
<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 $2,728,617 and has a working capital
deficit  of  $591,000. These factors raise substantial doubt about the Company's
ability  to  continue  as  a  going  concern.

We do not currently generate any revenue from operations and do not expect to
report any revenue from operations, at least until after the sale of a license.
Even after the sale of a license, there can be no assurance that we will
generate positive cash flow and there can be no assurances as to the level of
revenues, if any, that we may actually achieve from the on-line lottery game.
However, management has the expertise to market the Lottery licenses and expects
to sell one or more licenses within six months of being reinstated on the
OTC.BB.  Each License will be sold for approximately $250,000 and will also
generate an ongoing royalty fee of 5% of tickets sold by the Licensee. We also
expect to earn revenue from selling banner advertising on our web site as soon
as the software program has been launched, although with the decrease in
advertising rates and the lack of advertisers, we may find difficulty in
generating any significant revenue from this source. We will also earn revenue
from sending players to other gaming sites. This is typically achieved through
an affiliate program that is offered by a gaming site who would pay as much as
$100 per referral.

RESULTS OF CONTINUING OPERATIONS

Three months ended March 31, 2006 ("2006") compared to the three months ended
March 31, 2005 ("2005"):

The Company has no revenue for 2006 and 2005. Expenses decreased by $8,803 to
negative $3,711 in 2006 as compared to $5,092 in 2005.  The decrease in expenses
is attributed to the reversal of accrued accounting fee.

The  net  loss  for  2006  was $13,026 as compared to $1,479 in 2005. 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.
Our  net  loss  per  share  for  2006  and  2005  are  $nil.

FINANCIAL CONDITION AND LIQUIDITY

At  March  31,  2006  the  Company had cash and cash equivalents totaling $2,727
compared  to  $3,244  at  December  31,  2005.


--------------------------------------------------------------------------------
                                                                         Page 14
<PAGE>
The  Company  received  no  cash  advances  of  from a non-related party in 2006
(2005-$29,145) and the cash position has decreased during 2006 to $2,727 and our
working  capital  deficit,  as  at  March  31,  2006,  is  $591,000.

ITEM 3. CONTROLS  AND  PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that
information that is required to be disclosed in the Securities Exchange Act of
1934 reports are recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to our management to allow timely decisions
regarding required disclosure.

Within 90 days prior to the date of this report, our management carried out an
evaluation, under the supervision and with the participation of the management
on the effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14.  Based upon the foregoing, our
President concluded that our disclosure controls and procedures are effective in
connection with the filing of this Quarterly Report on Form 10-QSB for the
period ended March 31, 2006.

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 15
<PAGE>
PART II - OTHER  INFORMATION

ITEM 1. LEGAL  PROCEEDINGS

None.


ITEM 2. CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

None.


ITEM 3. DEFAULTS  UPON  SENIOR  SECURITIES

None.


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

On September 27th 2004, the Shareholder's approved, in lieu of a Special
Meeting, a resolution to authorize the rollback of the issued and outstanding
shares of the Company to a maximum of 100:1. Following the rollback, the
Company's authorized capital was to be increased back to 50,000,000 shares.

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

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

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

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


ITEM 5. OTHER  INFORMATION.

None.


ITEM 6. EXHIBITS  AND  REPORTS  ON  FORM  8-K

<TABLE>
<CAPTION>
Exhibit Number    Description
<S>               <C>
     2.1*         Form 8-K filed on August 05 2005 re. financial obligation
    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 16
<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.

                                             Date: May 17, 2006
-----------------------------------
Cary C. Martin                               /s/ 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.

                                             Date: May 17, 2006
-----------------------------------
Cary C. Martin                               /s/ Cary C. Martin
President / Director


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