6 bits using flipflops. "There are 10 types of people on the planet, those who understand binary and those who don't" This circuit counts to 64 if you fall into the latter an didn't get the joke :P
Flip-Flops organised into pair banks of falling clock edge detect, each bank clocking the next from right to left
Resistors are needed to pull the flops into initial set state. Had to resort to using cheat'o'clocks below to pulse it fast enough for it to be pretty to look at ;)