<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-QSB/A
                                 Amendment No. 1

        [X] Quarterly Report under Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                For the quarterly period ended September 30, 2002
                -------------------------------------------------

     [ ] Transition Report under Section 13 or 15(d)of the Exchange Act For
                the Transition Period from ________ to _________

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

                        Commission File Number: 000-28445
                -------------------------------------------------


                              Finity Holdings, Inc.
                  --------------------------------------------
        (Exact name of small business issuer as specified in its charter)


                        Delaware                    11-3210792
                 -----------------------         -----------------
              (State or other jurisdiction         (IRS Employer
            of incorporation or organization)    Identification No.)

              5155 Financial Way, Mason, OH              41042
       ------------------------------------------     ----------
        (Address of Principal Executive Offices)      (Zip Code)


              513-229-6663 (Phone)             513-229-6744 (FAX)
       -------------------------------------------------------------------
                            Issuer's Telephone Number

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 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 PROCEEDING DURING THE
                              PRECEDING FIVE YEARS

Check whether the Registrant filed all documents and reports required to be



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filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.

Yes [ ]     No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

The Registrant has 100,000,000 Common Stock, authorized, 50,524,500 shares of
common stock issued and outstanding, par value $0.001 per share and 5,000,000
Preferred Stock authorized, par value $0.001 per share as of September 30, 2002.

Traditional Small Business Disclosure Format (check one):

Yes [X]     No [ ]


























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                          PART I. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS


                              FINITY HOLDINGS, INC.
                                  BALANCE SHEET
                               September 30, 2002





Current Assets

  Cash                                                               $   7,546
                                                                     =========




Stockholders' Equity

  Common stock, $.001 par value, 100,000,000 shares
    authorized, 50,828,073 shares issued and outstanding                50,828
  Paid in capital                                                    8,436,002
  Retained deficit                                                  (8,479,284)
                                                                     ---------
     Total Stockholders' Equity                                      $   7,546
                                                                     =========













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                              FINITY HOLDINGS, INC.
                            STATEMENTS OF OPERATIONS
                      For the Three Months and Nine Months
                        Ended September 30, 2002 and 2001

<TABLE>
<CAPTION>
                                                  Three Months                          Nine Months
                                                  Ended September 30,                   Ended September 30,
                                                2002                2001              2002                2001
                                            --------------     --------------     --------------     --------------
<S>                                         <C>                <C>                <C>                <C>
Revenues                                                                                             $     975,225
Cost of operations                          $      (9,350)           (28,317)     $      92,921          2,594,345
                                            --------------     --------------     --------------     --------------
  Net loss from operations                         (9,350)           (28,317)           (92,921)        (1,619,120)

Other income and expense
  Interest income                                                                                            7,050
  Interest expense                                                                                         (68,789)
  Other income                                                       109,605              5,587            109,605
                                            --------------     --------------     --------------     --------------
Net loss before tax                                (9,350)            81,288            (87,334)        (1,571,254)

Income tax expense                                                                                          47,461

Net income (loss) before
  extraordinary item                               (9,350)           (81,288)           (87,334)        (1,618,715)

Extraordinary gain on sale
  of subsidiaries, net
  of tax                                                                                                 1,105,659
                                            --------------     --------------     --------------     --------------
  Net income (loss)                         $      (9,350)     $      81,288      $     (87,334)     $    (513,056)
                                            ==============     ==============     ==============     ==============

Net basic and diluted loss
  per share before
  extraordinary item:                              $(.00)            $(.002)              $(.00)             $(.03)

Net basic and diluted earnings
  (loss) per share after
  extraordinary item:                              $(.00)            $ .002               $(.00)             $(.03)

Weighted average shares
  outstanding:                                50,828,073         50,181,842          50,828,073         50,345,766

</TABLE>





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                              FINITY HOLDINGS, INC.
                            STATEMENTS OF CASH FLOWS
              For the Nine Months Ended September 30, 2002 and 2001

<TABLE>
<CAPTION>

                                                         2002                   2001
                                                    ---------------       ---------------

<S>                                                    <C>                    <C>
Cash Flows From Operating Activities
  Net loss                                             $   (87,334)           $  (513,056)
  Adjustments to reconcile net loss to
    net cash provided by operations
      Deferred income tax expense                                                  47,461
      Depreciation                                                                140,180
      Gain on sale of subsidiaries                                             (1,105,659)
      Loss on writedown of investment                                              90,000
  Net change in:
    Accounts receivable                                                         1,461,395
    Other current assets                                    45,200                119,234
    Accounts payable and accrued expenses                  (10,000)              (439,785)
                                                   ---------------        ---------------
    Net cash used by operating activities                  (52,134)              (200,230)
                                                   ---------------        ---------------
Cash Flows From Investing Activities
  Transfers from restricted cash                                                  200,000
  Purchase of property and equipment                                              (77,940)
  Sale of subsidiaries                                                           (858,747)
                                                                          ---------------
    Net cash used by investing activities                                        (736,687)
                                                                          ---------------
Cash Flows From Financing Activities
  Payments on line of credit                                                     (958,821)
                                                   ---------------        ---------------
Net change in cash                                         (52,134)            (1,895,738)

Cash Balances
     - at beginning of period                               59,680              1,899,945
                                                   ---------------        ---------------
     - at end of period                            $         7,546        $         4,207
                                                   ===============        ===============

</TABLE>





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                              FINITY HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Finity Holdings, Inc.
("Finity"), a Delaware corporation have been prepared in accordance with
accounting principles generally accepted in the United States of America and the
rules of the Securities and Exchange Commission ("SEC"), and should be read in
conjunction with the audited financial statements and notes thereto contained in
Finity's latest Annual Report filed with the SEC on Form 10-KSB. In the opinion
of management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the full year. Notes to the financial statements
which would substantially duplicate the disclosure contained in the audited
financial statements for the most recent fiscal year, 2001, as reported in Form
10-KSB, have been omitted.

ITEM 2. MANAGEMENT DISCUSSION & ANALYSIS

DESCRIPTION OF BUSINESS

We were organized on February 5, 1993 and are currently known as Finity Holdings
Inc. We formerly operated through two wholly-owned subsidiaries, Finity
Corporation, a Texas corporation, and Fi-Scrip, Incorporated, a Nevada
corporation ("Fi-Scrip"). We sold all of our stock in Finity Corporation and
Fi-Scrip effective June 5, 2001. The sale of these two subsidiaries leaves us
without any significant operations and or assets since that date.

Currently, Finity Holdings has one unpaid business manager, John A. Courter, who
is serving as interim President and member of the board of directors. We do not
expect any change in the number of employees in the short term. We are seeking
an operating company with which to merge, subject to other issues being
resolved.

Generally speaking, John A. Courter will consult with the two largest
shareholders (89 percent of the stock ownership), attorneys and accountant
regarding the administration of the company on all material matters that may
affect their investment.

We strongly suggest that all shareholders and or prospective shareholders go to
www.sec.gov and read all the public records for the last three years to gain a
complete understanding of the complex changes and continuing evolution of the
corporation.

DESCRIPTIONS OF PROPERTIES

We operate no plants or physical locations other than a single administrative





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office. The address is 5155 Financial Way, Mason, OH 45040. Email address is
jacourter@cngfinancial.com

CURRENT OPERATIONS

We ceased operations on June 5, 2001 and have focused on paying our debts,
managing company business and resolving legal issues.

Our recent operating history offers little or no guidance with respect to our
financial performance in the future. Because we have no significant operations,
we do not expect to have any revenues in the next twelve months. Nor do we
expect to have significant operating expenses in the next twelve months except
for funding the administrative costs of the class action settlement, the
Jennings litigation and other legal matters, marketing ads in the Wall Street
Journal and general accounting matters.

There are significant uncertainties that may have a material and or catastrophic
impact upon our liquidity or ability to operate. Specifically, Messrs. Baetz and
Gallant have stated through counsel that they will seek indemnity and
reimbursement of legal expenses from us in connection with their potential
liability in the matter discussed in Item 2 below. If they win any significant
indemnity claim, Finity will become insolvent. If we become insolvent, we will
be forced to dissolve and cease our remaining operations.

ITEM 3. CONTROLS AND PROCEDURES

     Because we have ceased operations, we do not have, and have not evaluated
     within 90 days of the filing of this report, disclosure controls and
     procedures.

                           PART II. OTHER INFORMATION


ITEM 1. CORPORATE GOVERNANCE

The Company removed Gary K. Jennings as Interim President and Director on August
27, 2002. The Company named John A. Courter as the new Director and Interim
President.

The Company has moved its principal offices from 511 F. Street, #504, San Diego,
Ca to 5155 Financial Way, Mason, OH 45040 effective August 27, 2002.

ITEM 2. LEGAL PROCEEDINGS

Eric Grant and Richard Plestina v. Douglas R. Baetz, et al., Case No.'s 01 CV
1527 (BEN) and 01 CV 2024 J 9BEN), U.S. District Court, Southern District of
California. As expected, the Court issued its final approval of the class action
settlement on September 30, 2002. There were no objections to the settlement and
no potential class members have opted out of the settlement. Douglas R. Baetz
and Glenn M. Gallant have not settled and remain defendants in the action.

Finity Holdings, Inc. v. Gary K. Jennings, Case No. G/C 795939, California
Superior Court, San Diego County.




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The Company was forced to file suit against its former President and Director,
Gary K. Jennings, on September 12, 2002 for Conversion and Violation of
California Corporation Code ss.1602 based upon his refusal to turn over Company
books and records and his refusal to cease holding himself out as a
representative and taking action on behalf of the Company after his removal. The
Company sought and obtained a Temporary Restraining Order and Order to Show
Cause Why a Preliminary Injunction Should Not Issue. The Company general ledger
and check book have not been produced by Jennings and he has failed to produce
an accounting of the missing financial records. The Company is currently
investigating Jennings actions while President to determine if any additional
actions are necessary.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8K

(a) Exhibits - See Index to Exhibits following Certifications.

(b) Reports on Form 8-K - There were no reports filed on Form 8-K for the three
months ended September 30, 2002.

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned.

Date: December 9, 2002

                        FINITY HOLDINGS, INC.

                        /S/ JOHN A. COURTER
                        --------------------------------------------------------
                        By: John A. Courter
                        President and Principal Financial and Accounting Officer


                                 CERTIFICATIONS*

I, John A. Courter, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of [identify
registrant];

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

*4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:




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     a) designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

*5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):

     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

*6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date December 9, 2002
FINITY HOLDINGS, INC.


                             By:    /s/ John A. Courter
                                --------------------------
                                John A. Courter, President

*The registrant has ceased operations. John A. Courter is the only certifying
officer because the registrant has no other officers or employees. Although Form
10-QSB requires that the certifications set forth above in paragraphs 4, 5 and 6
must be made (i) the registrant has no disclosure controls and procedures, (ii)
no evaluation of the registrant's disclosure controls and procedures has been
made, (iii) the registrant has no audit committee and John A. Courter is the
sole director of the registrant, and (iv) the registrant has no internal
controls and procedures.

INDEX TO EXHIBITS

Exhibit
Number                          Description                         Located At
--------------------------------------------------------------------------------
99.1 Certification of CEO and CFO under Section 906 of the Sarbanes-Oxley Act of
2002 Filed herewith








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