<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               Amendment No. 1 to
                                  Form 10-QSB/A


[ x ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934
           For the quarterly period ending September 30, 2002

[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 0-28015

                              COI SOLUTIONS, INC.
             (Exact name of registrant as specified in its charter)

         Nevada                                              86-0884116
         ------                                              ----------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)


                      6-295 Queen Street East, Suite 438
                       Brampton, Ontario, Canada L6W 4S6
                       ---------------------------------
                    (Address of principal executive offices)

Registrant's telephone number including area code: 954.252.2252


SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                      None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                         Common shares, $0.001 par value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 [   ]

The number of common shares without par value outstanding on September 30, 2002
was 5,710,010 shares.


<PAGE>
<TABLE>

COI SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

<CAPTION>

                               Three Month Period Ended         Nine Month Period Ended
                                     September 30                    September 30
                                 2002            2001            2002            2001
------------------------------------------------------------------------------------------
<S>                          <C>             <C>             <C>             <C>
Revenue                      $         --    $         --    $         --    $         --
                             -------------   -------------   -------------   -------------

Expenses
   Bad debts                           --              --              --              --
   Management fees                 30,000          90,000          90,000         270,000
   Professional fees                   --           6,500          48,500          45,274
   Consulting                      97,656          54,031         559,306          74,431
   Good will amortization          10,407          13,679          31,221          34,676
   Administrative                  64,841           4,315         184,757          50,548
                             -------------   -------------   -------------   -------------
                             $    202,904    $    168,525    $    913,784    $    474,929
                             =============   =============   =============   =============

Net earnings (loss)          $   (202,904)   $   (168,525)   $   (913,784)   $   (474,929)
  before minority interest

Minority interest                      --           9,000              --          60,088
                             -------------   -------------   -------------   -------------

NET EARNINGS (LOSS)          $   (202,904)   $   (159,525)   $   (913,784)   $   (414,841)
                             =============   =============   =============   =============

Net earnings (loss)          $      (0.04)   $     (0.011)   $      (0.17)   $      (0.04)
per share                              --              --              --              --

Weighted average shares
   basic                        5,618,370       1,480,510       4,641,834      10,509,792
                             -------------   -------------   -------------   -------------
   diluted                      6,088,719       1,893,010       5,112,178      13,171,573
                             =============   =============   =============   =============

See accompanying notes to the condensed financial statements.

                                        2
</TABLE>


<PAGE>

COI SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)                                     September 30      December 31
                                                   2002               2001
-------------------------------------------------------------------------------
ASSETS
Current
   Cash                                        $        2,528      $      5,285
   Prepaid                                                 -                 -
                                               --------------     --------------
                                                        2,528             5,285
Prepaids                                              177,000           177,000
Deferred system development costs                     902,286           902,286
Goodwill, net of amortization of $25,876              150,966           182,187
Investment                                                  1                 1
                                               --------------     --------------
                                               $    1,232,781      $   1,266,758
                                               ==============     ==============

LIABILITIES
Current
   Accounts payable and accrued liabilities    $     722,719      $     682,504
   Due to directors                                  116,616            151,574
   Loans payable                                     160,000            127,200
                                               --------------     --------------
                                                     999,335            961,278
                                               --------------     --------------

Minority Interest                                     18,542            18,542

SHAREHOLDERS' EQUITY
Capital stock                                         5,710              3,381
Additional paid in capital                         9,732,284          8,892,863
Deficit                                           (9,523,090)        (8,609,306)
                                               --------------     --------------
                                                      214,904            286,938
                                               --------------     --------------

                                               $   1,232,781      $   1,266,758
                                               ==============     ==============

See accompanying notes to the condensed financial statements.

                                       3


<PAGE>

COI SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

                                                                    December 31
Nine Months Ending September 30                        2002           2001
--------------------------------------------------------------------------------

Cash flows from (applied to)

   OPERATING
       Net earnings (loss)                          $  (913,784)    $(1,747,440)
       Services for stock                               456,250       1,519,108
       Goodwill amortization                             31,221          41,623
       Minority Interest                                     --         (17,879)

       Changes in
           Prepaids                                          --         112,080
   Accounts payable and accrued liabilities              40,215         (83,340)
                                                    ------------    ------------
                                                       (386,098)       (175,848)
                                                    ------------    ------------

   FINANCING
       Loans payable                                     32,800          50,420
       Advance from directors                           (34,959)         71,531
       Issue of common shares                           385,500         228,000
                                                    ------------    ------------
                                                        383,341         349,951
                                                    ------------    ------------

   INVESTING
       Acquisition of Telemedica Group                       --        (228,000)
                                                    ------------    ------------
                                                             --        (228,000)

Net decrease in cash during the period                   (2,757)        (53,897)

Cash, beginning of period                                 5,285          59,182
                                                    ------------    ------------

Cash, end of period                                 $     2,528     $     5,285
                                                    ============    ============

See accompanying notes to the condensed financial statements.

                                       4


<PAGE>

COI SOLUTIONS, INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2002
--------------------------------------------------------------------------------

1.     GENERAL

The unaudited condensed financial statements have been prepared on the same
basis as the audited financial statements and, in the opinion of management,
reflect all adjustments (consisting of normal recurring adjustments) necessary
for a fair presentation for each of the periods presented. The results of
operations for interim periods are not necessarily indicative of results to be
achieved for full fiscal years.

As contemplated by the Securities and Exchange Commission (SEC) under Rule 10-01
of Regulation S-X, the accompanying financial statements and related footnotes
have been condensed and do not contain certain information that will be included
in the Company's annual financial statements and footnotes thereto. For further
information, refer to the financial statements and related footnotes for the
year ended December 31, 2001 included in the Company's Annual Report on Form
10-KSB.

INCOME TAXES

Income taxes for the interim periods were computed using the effective tax rate
estimated to be applicable for the full fiscal year, which is subject to ongoing
review and evaluation by management. There are no income taxes for the current
year as the company has approximately $1,372,000 of net operating loss
carryforwards which expire in 2019.

LOSS PER SHARE

The Company reports earnings per share in accordance with the provisions of SFAS
No. 128, EARNINGS PER SHARE. SFAS No. 128 requires presentation of basic and
diluted earnings per share in conjunction with the disclosure of the methodology
used in computing such earnings per share. Basic earnings per share excludes
dilution and is computed by dividing income available to common shares by the
weighted average common shares outstanding during the period. Diluted earnings
per share takes into account the potential dilution that could occur if
securities or other contracts to issue common stock were exercised and converted
into common stock.

There were stock options outstanding at September 30, 2002, to purchase 501,750
shares of common stock (Year end 2001 - 439,250).

Basic weighted average shares outstanding for the period were 4,641,834 December
31,2001 - 3,380,510. Diluted average shares outstanding for the period were
5,112,178, December 31, 2001 - 3,819,760. The stock options were not included in
the compilation of diluted earnings per share because to do so would be
antidilutive.

CAPITAL STOCK

July 7, 2002, 442,000 common shares were issued for cash consideration of
$110,500. $442 being the par value of the shares, was credited to share capital
and the $110,058 was credited to additional paid in capital.

                                       5

<PAGE>

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

General

These discussions contain forward-looking statements containing words such AS
WILL CONTINUE TO BE, WILL BE, CONTINUE TO, ANTICIPATES THAT, TO BE or CAN
IMPACT. Management cautions that forward-looking statements are subject to risks
and uncertainties that could cause the Company's actual results to differ
materially from those projected in forward looking statements.

COi Solutions was founded in 1997 as a consulting company offering the
Telecommunications / E-Business skills and experience of the principal founders
to clients in the finance, retail, travel / tourism and healthcare industries.
The company provided customized networking solutions that were critical to the
success of our clients' business models.

In 2000, the company decided to apply its experience in the burgeoning
E-Healthcare Industry and become an E-Health Service Provider. This plan to
shift from being a consultant to a service provider began with the development
its own Internet based platform to deliver a progressive suite of healthcare
applications to the underserved global expatriate marketplace. The first phase
has been to design and market health insurance, and then to progress to
providing access to other services such as a secure electronic health record,
healthcare remote diagnostic / advisory tools, healthcare reservations
management, etc. In all of its activities and projects the Company has partnered
with experts in the healthcare and insurance sectors and provided its expertise
to design and build the Internet based infrastructure for service delivery.

The Company has executed a Letter of Intent to acquire iCura International, A
Hong Kong based health and life insurance administration company. iCura has
negotiated a license arrangement with AXA Insurance (France) to underwrite and
support a customized set of health and life insurance products targeted at the
expatriate population. iCura's current insurance customer base is located
largely in the Hong Kong region. Significant funds were provided by the company
to iCura to augment operations in the areas of marketing programs and to
establish an e-business platform to support marketing, sales and administration.
These funds were provided in advance of the closing of the acquisition by the
Company. To date, COi has not been able to raise sufficient funds to complete
the original Letter of Intent (LOI) transaction. This has put the project on
hold while funds are being addressed. COi is currently attempting to resolve
this situation.

For the quarter ended September 30, 2002, the Company continued its plan of
directing its efforts in the e-health industry with special focus on health
insurance to global expatriates. The acquisition of an additional 20% stake in
the Telemedica Group.Com, Inc. was completed in the second quarter of 2001. This
brings the equity position in this company to 95%. The seven remaining investors
in the Telemedica Group.Com, Inc. hold a 5% position with their total investment
being $57,000. The Company has a contract with the Telemedica Group.Com to build
the infrastructure of the company and to develop a web based platform that will
allow for the processes associated with the purchase and management of health
insurance for the global expatriate market to be managed on the Internet

SALES

There was no revenue in this reporting period. The company is directing all of
its efforts to the raising of funds and product development.

COSTS AND EXPENSES

Expenses for the quarter ended September 30, 2002 were $202,904 compared to
$169,525 for the same period of 2001, an increase of $33,379. The increase was
mainly due to administrative costs associated with the iCura acquisition.

FINANCIAL CONDITION AND LIQIDITY

As of September 30, 2002 the Company had $2,528 in cash. $110,500 in capital was
raised though a private placement and the issue of 442,000 common shares from
the treasury. Future funds required to carry out management's plans are expected
to be derived from insurance portfolio revenue and issues of capital stock.
There can be no assurance that the Company will be successful in executing its
plans.

SUBSEQUENT EVENTS

The company is examining a number of investment options, including a possible
acquisition. This acquisition, currently under review, may result in the
principals of that business holding a majority of COI stock.

                                        6



<PAGE>

                                     PART II

Item 1.  Legal Proceedings

On August 15, 2002 the Securities and Exchange Commission filed a civil lawsuit
against the company, its former CEO and other individuals. SEC v. COI Solutions,
et al. Case No. 02-80766-CIV-Hurley. The SEC alleges in its complaint that COI
Solutions engaged in a scheme to pay illegal kickbacks to representatives of a
European fund contrived by the FBI and making false and misleading statements in
a filing on Form S-8. The SEC is seeking injunctive relief enjoining any
violations of the securities laws in the future and is also seeking civil
penalties.


Item 2.  Change in Securities and Use of Proceeds

                  None.

Item 3.  Default Upon Senior Securities

                  None

Item 4.  Submission of Matters to a Vote of Security Holders

                  None.

Item 5.  Other Information

                  None.

Item 6.  Exhibits and Reports on Form 8-K

         (b) No reports on Form 8-K have been filed for the period ended
September 30, 2002.


SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.

     Dated this 8th day of May, 2003.

                              COI SOLUTIONS, INC.

                              BY:  /s/ Geeta Naipaul-Denton
                                   ---------------------------
                                   Geeta Naipaul-Denton,
                                   President and a Member of the
                                   Board of Directors

                                       7