U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB
                                   (Mark One)

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

For the fiscal year ended December 31, 2000
                                       OR

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

For the transition period from ______________ to _____________

                        Commission file number: 001-13749

                              FINITY HOLDINGS, INC.
            (Name of small business issuer specified in its charter)

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

                   1157 North 5th Street, Abilene, Texas 79601
                   -------------------------------------------
          (Address of principal executive offices, including zip code)

                                 (915) 674-3110
                (Issuer's telephone number, including area code)

         Securities registered under Section 12(b) of the Exchange Act:

                                                 Name of each exchange
           Title of each class                   on which registered
           -------------------                   -------------------
                    None                                  None

         Securities registered under Section 12(g) of the Exchange Act:

                    Common Stock, $0.001 par value per share
                    ----------------------------------------
                                (Title of Class)

Check whether the issuer: (i) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (ii) has been
subject to such filing requirements for the past 90 days. Yes _X_ No ___

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

The issuer's revenues for the fiscal year ended December 31, 2000 were
$3,083,886.

The number of shares outstanding of the issuer's common stock as of March 22,
2001, was 50,511,512 shares. The aggregate market value of the common stock
(2,128,536 shares) held by non-affiliates, based on the average of the bid and
asked prices ($0.37) of the common stock as of December 31, 2000 was $787,558.

                       DOCUMENTS INCORPORATE BY REFERENCE

PORTIONS OF THE ISSUER'S DEFINITIVE PROXY STATEMENT TO BE FILED ARE INCORPORATED
BY REFERENCE INTO PART III HEREOF.

Transactional Small Business Disclosure Format (Check one):   Yes ___ No _X_



<PAGE>

ITEM 1. DESCRIPTION OF BUSINESS

BACKGROUND

         The following should be read in conjunction with the Consolidated
Financial Statements of Finity Holdings, Inc., a Delaware corporation
("Finity"), and the related notes thereto, contained elsewhere in this Report.

         Finity was organized under the laws of the State of Delaware on
February 5, 1993. Finity operates through its wholly-owned subsidiaries, Finity
Corporation ("Finity Corporation"), a Texas corporation and Fi-Scrip,
Incorporated, a Nevada corporation ("Fi-Scrip"). Unless stated otherwise,
Finity, Finity Corporation and Fi-Scrip shall hereinafter be referred to
collectively as the Company.

         The services which have been historically provided by the Company are:
(i) credit and debit card services; (ii) document management and distribution
services; and (iii) processing services for Automatic Teller Machines ("ATMs")
transactions, debit terminal transactions and Electronic Benefits Transfer
systems ("EBT") transactions. The services the Company has provided to most of
its customers serve as a link between consumers, merchants and financial
institutions by capturing the initial transaction at the point of sale, giving
the merchant credit for that transaction, posting the transaction to the
financial institution's accounts receivable and general ledger and placing the
transaction on the customer's statement. The Company has concentrated on a niche
market consisting of small to medium-sized businesses that have not achieved
adequate economies of scale to operate their own in-house programs and systems.
In addition, the Company has sought strategic alliances with appropriate size
banks, thrifts, credit unions, insurance companies, merchants, utilities,
government agencies and other service companies whose success depends upon
successful data management.

         In an information-based economy, the critical common denominator of
transaction and data processing is spurring alliances between data processors
and previously non-associative businesses, such as health care service
organizations, utility providers, travel and tourism organizations and Internet
merchandising companies. The Company is capable of providing these services from
a central location through a standard, common and economical on-line interface
to each of its customer's principal offices as if they were located within the
same building as the Company. This seamless and easy-to-use interface gives the
customer instantaneous access to the information needed to properly manage and
direct those services offered by the Company. This situation represents an
opportunity for growth in demand for the Company's products and services.
However, no assurance to this effect can be given. See "Description of
Business--Sales and Marketing."


RECENT CHANGES IN THE BUSINESS OF THE COMPANY

         While Finity continues to make every effort to develop new business to
replace the loss of substantial revenues since 1998, it has not achieved
profitable operations since then. Although Finity has attempted to maintain its
capability to exploit opportunities which may arise in the future, it has been
forced to significantly reduce costs and staffing levels. Accordingly, there can
be no assurance that Finity will be able to continue to provide the various
services described below. See "Item 6-Management's Discussion and Analysis of
Financial Condition of Financial Condition and Results of Operations" and "Item
7-Financial Statements."

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<PAGE>

CREDIT AND DEBIT CARD SERVICES

         The Company has historically provided a full range of card processing
services for customers which consist of banks, retailers and financial service
organizations that do not operate their own in-house programs and systems.
PaySys International Inc. ("PaySys") has licensed the Company to use its
software known as VisionPLUS, which addresses every activity associated with
credit card transaction processing. These software packages provide specialized
applications for customer credit, merchant processing, credit bureau application
processing, customer service, special interchange processing, authorizations,
transaction processing and collections. In addition, the Company has provided
custom programming services on the licensed application software for processing
requirements that are unique to a customer's business. The Company enters into
multi-year agreements with most of its customers and works closely with its
customers to be a total solutions provider. In providing a full range of credit
card processing services, the Company supports comprehensive card programs,
including bankcard issuing and acquiring (merchant services), co-branded, debit
card, corporate card and private label programs. The Company also provides
application processing, customer service support, remittance processing, card
embossing and production, chargeback processing, billing and statement
preparation, mail processing, detailed reporting, account collections on behalf
of its customers and merchant services.

         As a direct result of the Company's current financial condition, on
February 1, 2001, and after extensive deliberation and consultation with the
Federal Deposit Insurance Corporation ("FDIC"), the Company agreed to release
from contract, and arranged for the assignment and transfer of the data
processing agreements of, three (3) of the the Company's clients who are under
the FDIC's regulatory authority. The Company is currently continuing to process
all three clients, but expects that two of the clients will terminate their
contract for Company's services on or about April, 30, 2001 and the third will
likely terminate their processing contract by June 30, 2001. The Company regrets
loosing the contracts with these clients and the loss of these contracts will
likely have an even further adverse effect on the Company's financial condition
and results of operations for the second quarter and year end of 2001 and
possibly beyond.


OPERATIONS OF FISCRIP. Fi-Scrip designs programs and tests the software that is
reloaded into ATMs and debit card point-of-sale ("POS") machines. Fi-Scrip is
one of four companies certified by Deluxe Payment Systems, an unaffiliated third
party, to process EBT transactions. EBT is a new process and method of
distributing federal entitlements, initially including food stamps, welfare and
social security payments to beneficiaries. In place of printing and issuing
checks and other financial instruments, some beneficiaries of government
entitlement programs receive a debit style card (a "QUEST Card"), which operates
in the same manner as an ATM or debit card. The beneficiary of the entitlement
program uses this federally issued card to purchase items utilizing the EBT
system. The federal government may eventually establish individual accounts,
which will be debited when a beneficiary makes a withdrawal or purchase.
However, no assurance can be given as to when or whether the federal government
will establish this process. Fi-Scrip expects that there will be substantial
competition in the provision of the service offered by Fi-Scrip. No assurance
can be given that Fi-Scrip will be successful in competing for this business.
Thus, the Company may not receive the processing business anticipated by
management of the Company to be derived from EBT transactions.

         The transactions based on this medium of exchange through Fi-Scrip and
the Company are estimated to produce a gross transaction fee of between $0.06 to
$0.09, of which the Company is paid a per transaction fee of $0.02 and a fee of
$3.50 per monthly statement generated by the Company. The transaction fee is in
addition to the merchant application and statement fees. However, no assurance
can be given as to the volume of transactions that will be processed or rates at
which such processing will take place. Fi-Scrip is newly in operation in
connection with the EBT business, and had gross revenue of $952,262 and $645,623
for the years ended December 31, 2000 and 1999.

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<PAGE>

         Fi-Scrip has been certified by Citibank and Lockheed Martin as an EBT
third party processor, according to federally established guidelines in
twenty-five states. Fi-Scrip's EBT development plans include full certification
for six additional states as, if and when government contracts are awarded to
Lockheed Martin or Deluxe Payment Systems, both of which are unaffiliated with
the Company or Fi-Scrip, for EBT transaction processing. However, no assurance
to this effect can be given.

PROCESSOR SERVICES. As a processor of credit card and banking transactions, the
Company assumes all responsibility for the processing systems, software
maintenance and compliance. The Company's data processing center is staffed 24
hours a day, 7 days a week, and processes and balances all incoming and outgoing
file transmissions, provides automated clearing house ("ACH") transmissions,
daily updates, reports, generates statements, maintains system backup and
provides customer support. Other processor services include the issuance of user
documentation explaining the features and functionality of the processing system
(cardholder and merchant processing, authorizations, collections and customer
service). In addition, the Company provides user training to its customers.

         On-site and off-site backups of daily activity and systems are
maintained. In the event of a disaster, the Company has a hot site disaster
recovery center at its immediate disposal from IBM. A comprehensive disaster
recovery plan and testing of that plan are required in the regulatory
environment in which the Company operates. This plan is a part of the Company's
policy of hardware upgrade and acquisition in order to facilitate the efficient
processing required by the expansion of the card business, to create a solid
foundation for the growth of the Company and to maintain its goal of being a
total solutions provider. See "Description of Business--Regulation of the
Company's Business."

         Each customer is assigned a client support specialist. These
representatives provide support and assistance to research problems, clarify
system functionality, and setup new programs and promotions and training. All
prospective banking customers of the Company have direct 24 hour, 7 day a week
"helpdesk" support from Kirchman Corporation ("Kirchman"). The Company provides
on-site support during conversions and major software enhancements or releases.
The Company also provides collection services to its customers. In addition, the
Company has established a business relationship with several full-time
collection agencies and will provide appropriate information at the customer's
request. The Company provides the capability to transfer files to these agencies
and, in several cases, these agencies are on-line, real time connected to the
collection management system. Further, the Company offers a complete dispute
resolution service to its customers, utilizing a state-of-the-art interchange
tracking system. Service representatives process all copy requests and charge
backs. In conjunction with the charge back processing procedures, service
representatives perform other fraud and risk management functions in an effort
to assist the Company's customers from being victimized by fraudulent and
unscrupulous transactions.

         The Company also provides over 350 standard reports that are readily
available to the customer. These reports can be generated daily, weekly,
monthly, quarterly or by special request. All of the standard reports are made
available through hard copy, computer output to laser disk ("COLD") and on-line.
In addition, customized and ad hoc reporting services are available to the
customer.

         In addition, the Company may design and customize the statements, which
act as a basic marketing tool. Data entry support can be supplied for customers
who have special promotions and other marketing events. The Company also offers
direct marketing services. Direct mail marketing items can be sent to any list
of current or prospective cardholders. The Company's affiliation with other
marketing organizations allows the Company to support multiple marketing
programs, including both in-bound and out-bound telemarketing campaigns. These
telemarketing campaigns are designed to enhance and grow the customers' card
base and to efficiently handle the potentially large volume of specific calls.
Various programs can be custom tailored to focus upon a customer's particular
needs and specific market penetration.

                                        3
<PAGE>

BACKROOM SERVICES. The Company utilizes Search and Scoreware software licensed
from Fair Isaac, to access the three major credit bureaus and score applicants'
credit applications. The particular credit data is entered into the credit
decision management system and transmitted directly to the credit bureau. Based
on the customer's business requirements, these applications are pre-screened,
and requested credit scoring or reporting is secured from the credit bureau.
Upon approval, an account is automatically set up with the customer and the
applicant is issued a credit card. Applications that are declined are maintained
in the database, and the applicant is automatically sent a letter of
notification. All records and applications are retained for historical purposes
based upon the customer's requirements and appropriate requirements for
regulatory purposes.

         The Company offers its customers full service support, both automated
and by service representatives. A fully automated system, using voice response
and direct talk software, allows credit card holders to activate their cards,
verify account balance information and report lost or stolen cards. The voice
response system immediately and automatically blocks accounts that have been
reported lost or stolen and prevents any additional transactions from being
authorized. With proper security and passwords, the voice response system
automatically activates a credit card holder's card, relieving the service
representative from those tedious tasks and allowing the service representative
time to concentrate on assisting credit card holders with other important
concerns.

         The Company utilizes several proprietary and third party networks for
its authorization, capture and merchant accounting services. Utilizing the
merchant processing system, the Company offers toll free telephone services and
service representatives to provide merchants the support needed for
authorizations, basic inquiries, researching disputes and settlement processing.
The warehousing and deployment of POS terminals can be an overwhelming task.

         A vital part of the Company's backroom services is the assistance of
the customer's daily balancing and reconciliation of the processing solution.
These processes are used daily to determine the settlement with VISA,
MasterCard, retailers and remittance of funds. Providing this important service
insures that the customer is getting cash management information expeditiously
and accurately for cash flow analysis purposes.

CREDIT CARD PRODUCTION. The Company has built and owns a 3,400 square foot
credit card embossing center at which the Company produces credit cards for its
customers. The Company produces credit cards for its customers, and such cards
may be upgraded to include smart card personalization as an additional service.
The Company maintains a dual security system, which meets VISA(R) and
MasterCard(R) standards for card security and production. The Company's software
allows the customer to define various card types and programs and to define
special processing parameters for billing and statement preparation. With the
ability to provide multiple statement messages, the statement is frequently used
by the Company's customers to announce new services, contests and credit line
increases.


DOCUMENT MANAGEMENT AND DISTRIBUTION SERVICES

         The document management and distribution services the Company provides
to its customers simplify an otherwise overwhelming task of processing inbound
and outbound paper items. In document management, the Company offers processes
for producing statements for the customer, while reducing the amount of paper
reports with its online tools for reports, and the use of digital document
technology, such as COLD. The Company processed an average of approximately
60,000 and 100,000 pieces of mail per month during the years ended December 31,

                                        4
<PAGE>

2000 and 1999, respectively and 822,000 pieces of mail per month during the year
ended December 31, 1998. The Company has determined that due to the cost of the
equipment and overhead related to operating and maintaining the equipment is not
feasible operating at the current rate or a rate below approximately 500,000
pieces per month. As of the date of this report the Company has negotiated
pricing for mail services with another mail processing center and the Company
plans to have its mail processing fully outsourced by May of 2001. The equipment
utilized in the Company's mail processing center was operated under leases which
expired throughout the last six months. The Company has been operating under
these expired leases on a month to months basis as it has worked to transition
its mail processing to an outsourced basis. The Company has notified its vendors
providing mail processing equipment and software that the Company's intentions
are to terminate the leases effective April 30, 2001. The Company feels that by
outsourcing its mail processing under the terms that it has negotiated, that the
Company's clients will retain the same benefits and pricing while the Company's
overhead and costs associated with providing these benefits and services will
decline. By decreasing the Company's overhead and costs associated with mail
process services, the Company will be in a position to better allocate is
critically limited resources. See "Description of Business-Sales and Marketing."

         Through its sophisticated software products, in conjunction with the
latest available hardware, the Company gives the customer an avenue into an
almost paperless world. These services include on-line real time access to its
daily reports and statements. The customer only needs to print locally those
items for which they wish to have a hard copy. This on-line service of reports
is an efficient and time saving solution to the customer for the viewing and
retrieval of data.

         Besides the advantage of processing efficiencies over traditional
analog file storage, the use of COLD storage and retrieval methodologies have
applications for customer service operations. Through the Company, the clients'
customer service representatives are able not only to inspect customer
statements by line item data, but retrieve, view and reference digitized images
of original documents on a real time basis. For added customer services, these
items may then be reprinted or faxed on demand. The customer's need for manpower
support is, consequently, greatly reduced while increasing the productivity of
customer service personnel.


SALES AND MARKETING

         The marketing goals of the Company have been to expand the number of
customers of the Company which utilize the already created and operating
multi-faceted information service organization dedicated to the provision of
financial data processing, document management and electronic commerce services.
The Company has focused on businesses in the credit card industry that may be
overwhelmed with new regulatory and related problems and want to outsource their
operations and not assume the significant overhead associated with such
business.

         Because the Company serves as a link between consumers, merchants and
financial institutions and has been and continues to concentrate on: (i) the
fulfillment of a niche market consisting of small to medium-sized accounts that
have not achieved adequate economy of scale to operate their own in-house
programs and systems; (ii) seeking out strategic alliances with appropriate
service companies whose advantage depends upon successful data management; and
(iii) providing a personalized customer-service oriented strategy.

                                        5
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COMPETITION

         The industry segments in which the Company's business operates are
extremely fragmented and competitive. The Company competes with major and
independent providers of services in the credit card industry. Some of the
companies with which the Company competes are substantially larger, have more
substantial histories, backgrounds, experience and records of successful
operations, greater financial, technical, marketing and other resources, more
employees and more extensive facilities than the Company has or will have in the
foreseeable future. In addition, the Company competes with businesses that
internally perform data processing or other services offered by the Company.
Management of the Company believes that to succeed in competing for customers in
its industry segments, the Company's factors for success are its capabilities,
quality of service, price, reputation and, in some cases, convenience of
location to the client.

         The Company is not aware of any competitor providing the same range of
services as the Company has historically provided. However, no assurance can be
given that such competitors do not exist. The Company's competitive capabilities
consist principally of the Company's state of the art card software solutions
systems and a focus on a customer-service oriented approach for the small to
medium- sized customers. Furthermore, management of the Company believes that
the Company enjoys an advantage as a total provider and can, thereby, offer
these services at reduced costs to its customers. However, no assurance to this
effect can be given.

         Most of the Company's competitors focus on large, high-volume accounts,
the Company has an added competitive advantage in seeking out customers in the
small to medium-sized card issuers market, which is believed by management to
comprise nearly 30% of the nearly 250 million accounts which form the card
industry in the United States. However, there is an increasing trend of bank
mergers and consolidations, which may, over time, cause the market for the
Company's services to shrink and thus, significantly increase competition. See
"Description of Business-Sales and Marketing."

REGULATION OF THE COMPANY'S BUSINESS

         Various aspects of the Company's businesses are subject to federal and
state regulation which, depending on the nature of any noncompliance, may result
in the suspension or revocation of licenses, registrations or certifications, as
well as the imposition of civil fines and criminal penalties. Since the
Company's services are performed on behalf of the customer and the Company does
not take possession of the receivables or funds collected from credit card
holders, the Company is not required to have any specific licensing or
registration in the states in which the Company's customers operate. However,
the Company is required to have the software and procedures that it utilizes be
in compliance with various regulations. Among such regulations are: Regulation Z
of the Truth in Lending Act and Regulation E of the Electronic Fund Transfers
Act. Furthermore, there are portions of the regulations of the FDIC that are
applicable to the activities of the Company, as are regulations of the OCC and
those of various state regulatory agencies. The Company believes that it is in
material compliance with all such regulations in accordance with the Federal
Financial Institutions Examination Council, Information Systems Examination
Handbook, and VISA(R) and MasterCard(R) certification and compliance mandates.


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EMPLOYEES

         As of December 31, 2000, the Company had sixty-three (63) full-time
employees, including three (3) corporate executives, fifty-three (53) operations
persons, seven (7) administrative personnel and three (3) part-time employees.

         Since December 31, 2000 the Company has cut 12 jobs and lost 4 full
time employees through attrition. The Company does not currently plan to replace
those jobs which it has cut or lost through attrition due to the economic
condition the Company is currently in. The Company worked to consolidate job
responsibilities among fewer employees. However, the Company intends to replace
such personnel or hire additional personnel if the development of the Company's
business makes such action appropriate. The loss of the services of key
personnel could have a material adverse effect on the Company's business. Since
there is intense competition for qualified personnel knowledgeable about the
Company's industry, no assurance can be given that the Company will be
successful in retaining and recruiting needed key personnel. The Company does
not have key-man life insurance for any of its employees.

         The Company's employees are not represented by a labor union and are
not covered by a collective bargaining agreement. The Company believes that its
employee relations are good.


RISK FACTORS

         THIS REPORT MAY BE DEEMED TO CONTAIN FORWARD-LOOKING STATEMENTS WITHIN
THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
FORWARD-LOOKING STATEMENTS IN THIS REPORT OR HEREAFTER INCLUDED IN OTHER
PUBLICLY AVAILABLE DOCUMENTS FILED WITH THE COMMISSION, REPORTS TO THE COMPANY'S
STOCKHOLDERS AND OTHER PUBLICLY AVAILABLE STATEMENTS ISSUED OR RELEASED BY THE
COMPANY INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH
COULD CAUSE THE COMPANY'S ACTUAL RESULTS, PERFORMANCE (FINANCIAL OR OPERATING)
OR ACHIEVEMENTS TO DIFFER FROM THE FUTURE RESULTS, PERFORMANCE (FINANCIAL OR
OPERATING) OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING
STATEMENTS. SUCH FUTURE RESULTS ARE BASED UPON MANAGEMENT'S BEST ESTIMATES BASED
UPON CURRENT CONDITIONS AND THE MOST RECENT RESULTS OF OPERATIONS. THESE RISKS
INCLUDE, BUT ARE NOT LIMITED TO, RISKS SET FORTH HEREIN, EACH OF WHICH COULD
ADVERSELY AFFECT THE COMPANY'S BUSINESS AND THE ACCURACY OF THE FORWARD-LOOKING
STATEMENTS CONTAINED HEREIN.

         FINANCIAL RISKS

         THE COMPANY HAS SUFFERED OPERATING LOSSES SINCE THE LOSS OF THE
COMPANY'S LARGEST REVENUE GENERATING CUSTOMER IN 1998 AND EXPECTS TO INCUR
SUBSTANTIAL ADDITIONAL OPERATING LOSSES IN THE DEVELOPMENT AND COMMERCIALIZATION
OF ITS TECHNOLOGIES FOR THE FORESEEABLE FUTURE; THERE IS SUBSTANTIAL DOUBT ABOUT
THE COMPANY'S ABILITY TO CONTINUE AS A GOING CONCERN. . The loss of the
Company's largest revenue generating customer in 1998 which represented
approximately 83% of the Company's monthly revenues at that time has resulted in
a reduction of monthly revenue since December 31, 1998 of $900,000 per month,
subsequently resulting in net operating losses of $4,659,462 and $3,231,617 for
the years ended December 31, 2000 and 1999, respectively. The Company has
attempted to maintain operations by cutting costs where feasible while
maintaining its structural integrity as a processor, and by raising capital
through the sale of the Company's Common Stock and through various debt
instruments. The Company's operating losses and subsequent precarious financial
condition have made finding additional sources of revenue difficult in that
potential clients are very leery to commit to a contract with a processor with
financial integrity issues. The Company currently has no commitment for securing
any additional operating capital through the sale of securities. The Company, as
of the date of this report, as drawn approximately $1,200,000 through various
debt instruments with its primary shareholders CNG. The Company is currently

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unsure whether its primary shareholder will continue to fund the Company through
either debt instruments or the purchase of additional Company securities but
believes that its primay shareholder's ability to do so is extremely limited.
These and other factors discussed in Note 4 to the financial statements raise
substantial doubt about the Company's ability to continue as a going concern.

         No assurance can be given that the Company will be able to attract
sufficient new business or to obtain adequate new financing. If the Company does
not generate adequate revenue producing business or proceeds from financing, the
Company will have to curtail its operations significantly or be forced to sell
or liquidate its assets, which will have a material adverse effect on the
Company's financial condition. See "Item 6-Management's Discussion and Analysis
of Financial Condition of Financial Condition and Results of Operations" and
"Item 7-Financial Statements."


         GENERAL BUSINESS OPERATIONS RISKS

         CONSOLIDATION OF BANKS AND OTHER FINANCIAL INSTITUTIONS MAY ADVERSELY
AFFECT THE COMPANY'S BUSINESS. There has been a trend over the last several
years for banks and other financial institutions to consolidate, thereby causing
shrinkage in the number of possible customers for the Company's services. The
effects of this trend in consolidation could have a material adverse effect upon
the Company's future business prospects.

         THE COMPANY'S SOFTWARE AND PROCEDURES MAY NOT COMPLY WITH GOVERNMENT
REGULATION. Various aspects of the Company's businesses are subject to federal
and state regulation which, depending on the nature of any noncompliance, may
result in the suspension or revocation of licenses, registrations or
certifications, as well as the imposition of civil fines and criminal penalties.
Since the Company's services are performed on behalf of the customer and the
Company does not take possession of the receivables or funds collected from
credit card holders, the Company is not required to have any specific licensing
or registration in the states in which the Company's customers operate. However,
the Company is required to have the software and procedures that it utilizes be
in compliance with various regulations. The Company believes that it is in
material compliance with all such regulations in accordance with the Federal
Financial Institutions Examination Council, Information Systems Examination
Handbook, and VISA and MasterCard certification and compliance mandates.
However, no assurance to that effect can be given. See "Description of
Business-Regulation of Company's Business."

         COMPETITION. The credit card service industry is fragmented and highly
competitive. The Company directly and indirectly competes with other businesses,
including businesses in the credit card service industry. In many cases, these
competitors are larger and more firmly established than the Company. In
addition, many of such competitors have greater marketing and development
budgets and greater capital resources than the Company. Accordingly, there can
be no assurance that the Company will be able to achieve and maintain a
competitive position in the Company's industry. See "Description of
Business-Competition."

         THE COMPANY'S LIABILITY INSURANCE COVERAGE MAY NOT BE ADEQUATE. The
Company's products and services subject the Company to potential exposure from
customer claims in the event of financial loss resulting from the operation of
the Company's business. The Company maintains insurance coverage from St. Paul
Fire and Marine Insurance Company in the amount of $1,000,000 per occurrence and
a $2,000,000 aggregate limit. Any product liability claim against the Company
seeking damages in excess of the amount of the Company's insurance coverage then
in place, if any, could expose the Company to damages or legal expenses which
could be significant and which could have a material adverse effect on the
Company. The inability of the Company to retain this insurance coverage or
obtain adequate product liability insurance coverage in the future or the entry
of a judgment against the Company in excess of available insurance coverage
could force the Company either to reduce operations or cease business activities
altogether. See "Description of Business."

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<PAGE>

         THE COMPANY MAY BE UNABLE TO RETAIN ITS KEY PERSONNEL. The Company is
dependent upon the skills of its management team and the relationships of key
executive personnel. There is strong competition for qualified personnel in the
financial services industry and an inability to continue to attract, retain and
motivate key personnel could adversely affect the Company's intended business.
There can be no assurances that the Company will be able to retain its existing
key personnel or to attract additional qualified personnel. The Company does not
have any key man life insurance on any members of senior management, but will
consider purchasing such insurance when such insurance is deemed affordable. See
"Item 9 - Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act" and "Item 12-Certain
Relationships and Related Transactions."

         CONTROL BY PRINCIPAL STOCKHOLDERS. The Company's principal
stockholders, directors and executive officers and their affiliates control the
voting power of approximately 67% of the outstanding Common Stock. As a result
of such Common Stock ownership, such persons will be in a position to exercise
significant control with respect to the affairs of the Company and the election
of directors.

ITEM 2. DESCRIPTIONS OF PROPERTIES

         The Company's Headquarters are in Abilene, Texas. On August 24, 1999,
the Company entered into a new lease for its, 36,182 square feet, office space
from American State Bank, at a monthly cost of approximately $23,514. All
portions of the leased space are automatically renewable for a like period of
time, if notification of termination is not made by the landlord to the Company
or vice versa, within 180 days prior to the expiration of the term of the lease.
The lease is subject to adjustment at the time of renewal, if there is an
increase in the Consumer Price Index for the year prior to the renewal date.
Furthermore, American State Bank has granted to the Company a right of first
refusal to lease any additional office space that may become available at that
address.

         On April 2, 1998, the Company acquired, from an unaffiliated third
party, real property consisting of land and a 3,400 square foot building,
located in Abilene, Texas. This property was acquired by the Company to act as a
credit card embossing center as required by VISA(R) and MasterCard(R). The
Company paid $68,000 to acquire the property and $140,000 of improvements to the
building. See "Item 6-Management's Discussion and Analysis of Financial
Condition and Results of Operations."

ITEM 3. LEGAL PROCEEDINGS

         On July 28, 2000, a class action complaint was filed against the
Company (formerly known as Columbia Capital Corp.) and Finity Corporation
(formerly known as First Independent Computers, Corp.) under the caption ERIC
GRANT V. DOUGLAS R. BAETZ, GLENN M. GALLANT, COLUMBIA CAPITAL CORP., FIRST
INDEPENDENT COMPUTERS CORP., in the United States District Court, Southern
District of California. The complaint was not served on the Company and Finity
Corporation until January 30, 2001. The complaint purports to be a class action
on behalf of purchasers of the common stock of the Company from January 1, 1998
through and including March 13, 2001. The complaint alleges (i) violations of
the anti-fraud provisions of the Securities Exchange Act of 1934, (ii)
violations of California securities laws, (iii) violations of the Racketeer
Influenced Corrupt Organizations Act, (iv) fraud, and (v) conspiracy. The
Company and Finity Corporation believe the complaint is totally without merit
and have instructed their counsel to represent their respective interests
vigorously.


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

                                        9
<PAGE>

         During the quarterly period ended December 31, 2000, the Company's
stockholders adopted no resolutions at a meeting or by written consent.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

COMMON STOCK

         As of March 15, 2001, the authorized capital stock of the Company
consisted of 100,000,000 shares of Common Stock, and 5,000,000 shares of
Preferred Stock. As of the date of this report, there were issued and
outstanding 50,511,512 shares of Common Stock and no shares of Preferred Stock.
As of December 31, 2000, the Company had approximately 85 shareholders of
record.

         The Company's Common Stock is listed for trading on the OTCB maintained
by the National Association of Securities Dealers under the symbol "FNTY." The
Company's Common Stock has a very limited trading history and has only been
quoted on the OTCB since July 28, 1997.

         The closing bid and asked sales prices of the Company's Common Stock,
as traded in the over-the-counter market, on December 30, 2000, was $0.062 and
$0.12 respectively. These prices are based upon quotations between dealers,
without adjustments for retail mark-ups, mark-downs or commissions, and
therefore may not represent actual transactions.

         No dividend has been declared or paid by the Company since inception.
The Company does not anticipate that any dividends will be declared or paid in
the future. The transfer agent for the Company is Interwest Stock Transfer Co.,
Inc., 1981 East 4800 South, Salt Lake City, Utah 84117.

RECENT SALES OF UNREGISTERED SECURITIES

         On June 14, 2000 CNG elected to convert a Convertible Promissory Note.
On June 30, 2000 CNG surrendered the Convertible Promissory Note to the Company
and, in exchange the Company issued to CNG 10,000,000 shares of Common Stock
based on the outstanding principal balance of $2,000,000 converted at $0.20 per
share.

         On July 27, 2000 the Company issued to its principal software provider,
PaySys International ("PaySys"), two million (2,000,000) shares of the Company's
Common Stock in exchange for certain concessions made in the software license
agreement between the Company and PaySys, subsequent lowering the Company's
operating expenses associated with the use of the VisionPLUS(R) software
provided by PaySys. The Company booked $500,000 in prepaid software lease
expense based on fair market value of the Company's Common Stock of $0.25 per
share as it traded on the open market on or about the date of issuance.

         The shares of Common Stock were sold to PaySys and CNG without
registration under Section 5 of the Securities Act of 1933 in reliance upon
Section 4(2) thereof and Regulation D thereunder. With respect to those sales,
the Company had reason to believe that CNG and PaySys were accredited investors
with the meaning of Rule 501(a)(3) of Regulation D.


                                       10
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         THIS REPORT, INCLUDING THE DISCLOSURES BELLOW, CONTAINS CERTAIN
FORWARD-LOOKING STATEMENTS THAT INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES.
WHEN USED HEREIN, THE TERMS "ANTICIPATES," "EXPECTS," "ESTIMATES," "BELIEVES"
AND SIMILAR EXPRESSIONS, AS THEY RELATE TO THE COMPANY OR ITS MANAGEMENT, ARE
INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY'S ACTUAL
RESULTS, PERFORMANCE OR ACHIEVEMENTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED
OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR
CONTRIBUTE TO SUCH MATERIAL DIFFERENCES INCLUDE THE FACTORS DISCLOSED IN THE
"RISK FACTORS" SECTION OF THIS REPORT, WHICH READERS OF THIS REPORT SHOULD
CONSIDER CAREFULLY.

         OVERVIEW OF PRESENTATION. The loss of the Company's largest revenue
generating customer in 1998 which represented approximately 83% of the Company's
monthly revenues at that time has resulted in a reduction of monthly revenue
since December 31, 1998 of $900,000 per month, subsequently resulting in net
operating losses of $4,659,462 and $3,231,617 for the years ended December 31,
2000 and 1999, respectively. The Company has attempted to maintain operations by
cutting costs where feasible while maintaining its structural integrity as a
processor, and by raising capital through the sale of the Company's Common Stock
and through various debt instruments. The Company's operating losses and
subsequent precarious financial condition have made finding additional sources
of revenue difficult in that potential clients are very leery to commit to a
contract with a processor with financial integrity issues. The Company currently
has no commitment for securing any additional operating capital through the sale
of securities. The Company, as of the date of this report, as drawn
approximately $1,200,000 through various debt instruments with its primary
shareholders CNG. The Company is currently unsure whether its primary
shareholder will continue to fund the Company through either debt instruments or
the purchase of additional Company securities but believes that its primay
shareholder's ability to do so is extremely limited. These and other factors
discussed in Note 4 to the financial statements raise substantial doubt about
the Company's ability to continue as a going concern.

         The Company is currently exploring several critical options. These
options include securing optimal new business for the Company as to ensure its
future financial integrity, locating a strategic partner to take an equity
interest in the Company who has the ability to bring significant new business to
the Company and the possibility of selling one or both of Finity Holdings,
Inc.'s subsidiaries Finity Corporation and/or Fi-Scrip Inc. No assurance can be
given that the Company will be able to attract sufficient new business or to
obtain adequate new financing. If the Company does not generate adequate revenue
producing business or proceeds from financing, the Company will have to curtail
its operations significantly or be forced to sell or liquidate its assets, which
will have a material adverse effect on the Company's financial condition.

         Further, as a direct result of the Company's current financial
condition, on February 1, 2001, Finity Corporation, after extensive deliberation
and consultation with the Federal Deposit Insurance Corporation ("FDIC"), has
agreed to release from contract and arranged for the assignment and transfer of
the data processing agreements of three (3) of the Company's clients who are
under the FDIC's regulatory authority. The Company is currently continuing to
process all three clients, but expects that two of the clients will terminate
their contract for Company's services on or about April, 30, 2001 and the third
will likely terminate their processing contract by June 30, 2001. The Company
regrets loosing the contracts with these clients and the loss of these contracts
will likely have an even further adverse effect on the Company's financials for
the second quarter and year end of 2001 and possibly beyond.

         The Company has included in this Report the audited consolidated
financial statements of the Company for the years ended December 31, 2000, 1999
and 1998, which include the audited consolidated balance sheets of the Company
as of December 31, 2000, 1999 and 1998, and the related consolidated statements
of operations and statements of changes in stockholders' equity and cash flows
for the years ended December 31, 2000, 1999 and 1998. The consolidated balance
sheet of the Company for the years ended December 31, 2000 and 1999, reflects
the acquisition of Fi-Scrip, Inc. effective January 1, 1999. The consolidated
income statement and statement of cash flow of the Company for the years ended
December 31, 2000 and 1999, reflects the results of operations and cash flows of
the parent holding company, Finity Corporation and Fi-Scrip. The consolidated
income statement and statement of cash flow of the Company for the year ended
December 31, 1998 reflects the consolidated results of operations and cash flows
of the parent holding company and Finity Corporation.

                                       11
<PAGE>

         RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2000 AND
DECEMBER 31, 1999. Total operating revenues for the year ended December 31, 2000
decreased approximately 40% to $3,083,886 from $5,122,434 for the year ended
December 31, 1999. Total operating revenues principally include: (i) credit card
processing revenues, (ii) mail operations and (iii) merchant processing fees.

         Credit card processing revenues during the year ended December 31, 2000
decreased approximately 50% to $2,003,419 from $4,029,463 during the year ended
December 31, 1999. Mail operations revenues during the year ended December 31,
2000 decreased approximately 37% to $127,229 from $203,367 during the year ended
December 31, 1999. These decreases primarily relate to the loss of revenues
associated with the Master Agreement with Best Bank, the Company's largest
revenue producing customer until 1998. The Master Agreement with Best Bank
represented 0% and 59% of the credit card revenues for the year ended December
31, 2000 and 1999.

         Merchant processing revenues during the year ended December 31, 2000
increased approximately 47% to $952,262 from $645,623 during the year ended
December 31, 1999. This increase resulted from several factors including
restructuring the fees charged for services provided and growth in transactions
processed by Fi-Scrip.

         Total operating expenses during the year ended December 31, 2000
decreased approximately 16% to $7,333,382 from $8,742,834 during the year ended
December 31, 1999. Total operating expenses principally include: (i) cost of
salaries and employee benefits, (ii) equipment and software expenses, (iii)
professional and outside services, as follows:

         Cost of salaries and employee benefits during the year ended December
31, 2000 decreased approximately 5% to $3,000,795 from $3,172,794 during the
year ended December 31, 1999. This decrease primarily resulted from a 5%
decrease in the number of full time employees of the Company. The Company
generally did not replace those employees that left and worked to consolidate
job responsibilities among fewer employees. The Company, in 2000, struggled to
maintain its professional staff, including officers, management, computer
programmers and equipment operators, following the decrease in demand for credit
card processing services relating to the loss of the Master Agreement.

         Equipment and software expenses during the year ended December 31, 2000
decreased approximately 38% to $1,603,216 from $2,583,287 during the year ended
December 31, 1999. This decrease primarily resulted from a decrease in software
fees related to the Company's principal operating software. The Company was
successful in negotiating a lower monthly minimum operating fee for the
Company's principal operating software VisionPlus(R) which is owned by PaySys
International. PaySys agreed to lower the monthly minimum operating fee in
exchange for 2,000,000 shares of the Company's Common Stock and a place on the
Company's Board of Directors. PaySys does not currently occupy a seat on the
Company's Board of Directors.

         Cost of professional and outside services during the year ended
December 31, 2000 decreased approximately 16% to $580,661 from $687,953 during
the year ended December 31, 1999. The decline in professional and outside
services expense for 2000 resulted from a decline in the Company's legal and
accounting fees.

         Further, certain miscellaneous operating expenses, including insurance,
postage and delivery fees, and franchise use and sales taxes, during the year
ended December 31, 2000, increased approximately 6% to $580,178 from $545,606
during the year ended December 31, 1999. These increases resulted primarily from
an increase in insurance costs and sales taxes related to processing instate
clients.

                                       12
<PAGE>

         Other revenues and expenses resulted in total other expenses of $56,460
during the year ended December 31, 2000, as compared to total other expenses of
$611,155 during the year ended December 31, 1999. Other revenues and expenses as
of December 31, 2000 consisted of interest income of $38,957 offset by interest
expense of $95,417. The decline in interest income was due to the Company
cashing in $201,000 of the Company's $501,000 in Certificate of Deposits. Other
revenues and expenses as of December 31, 1999 consisted of income from the
recovery of bad debt of $224,925 and interest income of $54,244 offset by
$844,066 of costs related to the write-down of goodwill and interest expense of
$46,258 related to the Company's borrowings during the year ended December 31,
1999.

         Income tax expense as of December 31, 2000 was $353,506 as compared to
an income tax benefit of $999,938 at December 31, 1999. The income tax expense
resulted from a valuation allowance taken on the deferred tax asset at December
31, 2000. See "Item 7-Financial Statements."

         As a result of the foregoing, the Company generated net loss of
$4,659,462 during the year ended December 31, 2000, as compared to a net loss of
$3,231,617 during the year ended December 31, 1999. This loss from operations
primarily resulted from the further decline in revenue from credit card
processing. See "Liquidity and Capital Resources."

         LIQUIDITY AND CAPITAL RESOURCES. At December 31, 2000, the ratio of
current assets to current liabilities was 0.93 to 1 as compared to 1.45 to 1 at
December 31, 1999.

         The Company's cash flow needs for the year ended December 31, 2000 were
primarily provided from notes payable by the Company to CNG. On June 30, 2000
CNG elected to convert a convertible line of credit in the amount of $2,000,000
in exchange for 10,000,000 of the Company's Common Stock. The Company's cash
flow needs for the year ended December 31, 1999 were primarily provided from
capital injections related to the stock purchase agreement between the Company
and CNG. At December 31, 2000, $20,000 of unallocated reserve for bad debt was
carried by the Company. At December 31, 2000, prepaid expenses were $848,237 and
are anticipated to be expensed as used in the future. Net property and equipment
was $885,597 at December 31, 2000.

         There were no major capital additions during the year ended December
31, 2000.

         Cash and cash equivalents were $1,899,945 at December 31, 2000, as
compared to $2,133,740 at December 31, 1999. This decrease was primarily
attributable to the depletion of cash related to the decline in processing
revenue for the year ended December 31, 2000.

         As of December 31, 2000 and December 31, 1999, the Company's long-term
borrowings were $0 and $124,847, respectively. Long-term borrowings at December
31, 1999 consisted of the note payable of $137,288 to American State Bank, less
the current portion of the note payable.

         As of December 31, 2000, the Company had short-term borrowings in the
aggregate amount of $978,021, as compared to $12,441 at December 31, 1999. This
increase was attributable to the note payable to American State Bank being
reclassified to current vs. long term and the accumulation of debt due and
payable on demand to the Company's primary shareholders, CNG, in the amount of
$850,000.

                                       13
<PAGE>

         In October, 1997, the Company entered into a 36-month equipment and
software lease with IBM related to the Company's credit card processing
operations. The Company upgraded the equipment lease in March, 1998 to provide
for continued increases in the Company's processing volume and efficiencies, and
expansion of business operations. The Company financed the lease agreement by
the pledge of certificates of deposit in the aggregate amount of $401,000,
$200,000 of which had initially been drawn down from the Line of Credit and the
balance of which was generated by cash flow from operations. In October of 2000
the Company elected to purchase the IBM mainframe (the "Mainframe") computer at
the expiration of the above mentioned lease, for a purchase price of $75,000. In
November of 2000 IBM released $201,000 of the pledged Certificates of Deposit as
a result of the Company's election to purchase the Mainframe, and in February of
2001, upon the execution of the purchase of the Mainframe, IBM released the
balance of the pledged Certificates of Deposit. A portion of the Certificates of
Deposit was utilized to execute the purchase of the Mainframe. The balance of
the Certificates was and will be utilized for operations of the Company.
Currently the Company continues to lease, on a month to month basis, other
equipment and software formerly covered under the IBM lease.

         In January of 1998, the Company entered into a 60-month equipment lease
with Orix related to the Company's credit card processing operations. The
Company financed the lease agreement by the pledge of certificates of deposit in
the aggregate amount of $100,000, the balance of which was generated by cash
flow from operations. The Company has negotiated a lease settlement price with
Orix on the equipment and is currently seeking a buyer for the equipment. If the
Company is successful in selling the equipment and settling the lease with Orix,
the Company will be free to explore other more cost efficient options. The
certificates of deposit are for one-year terms and are automatically renewable
for an additional year. The certificates of deposit bear varying rates of
interest based on the date of the establishment of the certificates of deposit.

         Net cash used in operating activities was $3,768,358 and $970,638 for
the years ended December 31, 2000 and 1999, respectively. Net cash used by
operations during the year ended December 31, 2000 primarily consisted of net
losses from operations, offset primarily by increases in accruals and accounts
payable. Net cash used by operations during the year ended December 31, 1999
primarily consisted of net losses from operations, offset primarily by increases
in accruals and accounts payable.

         Net cash provided by investing activities was $193,830 and $278,093 for
the years ended December 31, 2000 and 1999, respectively. In the year ended
December 31, 2000, the Company redeemed $201,000 in Certificates of Deposit and
utilized $7,170 to purchase certain fixed assets, including office furniture,
credit card computer equipment and computer software. In the year ended December
31, 1999, the Company acquired $413,759 of cash in connection with the
acquisition of Fi-Scrip, utilized $45,666 to purchase certain fixed assets,
including personal computer and network systems upgrades and took an equity
position in Platinum-ICS, Inc., utilizing $90,000 in cash.

         Net cash provided by financing activities was $3,340,733 and $2,557,885
for the years ended December 31, 2000 and 1999, respectively. In the year ended
December 31, 2000, the Company received proceeds of $2,500,000 from the issuance
of common stock, which was utilized to finance the Company's business
operations, and proceeds of $840,733 from a line of credit through the Company's
principal shareholders CNG. For the year ended December 31, 1999, the Company
received proceeds of $3,000,000 from the issuance of common stock, which was
utilized to finance the Company's business operations, offset by the termination
of the Company line of credit utilizing $424,826 in cash.

         RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS. The Financial Accounting
Standards Board ("FASB") recently issued Statement of Financial Accounting
Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and hedging
Activities," which is required to be adopted as of December 31, 1999. SFAS No.
133 establishes standards for reporting financial and descriptive information
regarding derivatives and hedging activity. The Company adopted SFAS 133 on
December 31, 1999. Since the Company does not have any derivative instruments,
this standard will have no impact on the Company's financial position or results
of operations.

                                       14
<PAGE>

         The American Institute of Certified Public Accountants ("AICPA")
recently issued Statement of Position 98-1, "Accounting for the Cost of Computer
Software Developed or Obtained for Internal use," which provides guidance
concerning recognition and measurement of costs associated with developing or
acquiring software for internal use. In 1998, the AICPA also issued Statement of
Position 98-5, "Reporting on the Costs of Start-Up Activities," which provides
guidance concerning the costs of start-up activities. For accounting purposes,
start-up activities are defined as one-time activities related to opening a new
facility, introducing a new product or service, conducting business in a new
territory or with a new class of customer, initiating a new process in an
existing facility, or commencing some new operation. Both pronouncements are
effective for financial statements of years beginning after December 15 ,1998,
with earlier adoption encourage. The Company adopted both statements on January
1, 1999. The adoption of these pronouncements did not have a material impact on
the financial statements.

ITEM 7. FINANCIAL STATEMENTS

         The Company has included in this Report the audited consolidated
financial statements of the Company for the years ended December 31, 2000, 1999
and 1998, which include the audited consolidated balance sheets of the Company
as of December 31, 2000, 1999 and 1998, and the related consolidated statements
of operations and statements of changes in stockholders' equity and cash flows
for the years ended December 31, 2000, 1999 and 1998. The consolidated balance
sheet of the Company for the years ended December 31, 2000 and 1999, reflects
the acquisition of Fi-Scrip, Inc. effective January 1, 1999. The consolidated
income statement and statement of cash flow of the Company for the years ended
December 31, 2000 and 1999, reflects the results of operations and cash flows of
the parent holding company, Finity Corporation and Fi-Scrip. The consolidated
income statement and statement of cash flow of the Company for the year ended
December 31, 1998 reflects the consolidated results of operations and cash flows
of the parent holding company and Finity Corporation.

         The financial statements required by this Item 7 are included elsewhere
in this Report and incorporated herein by this reference.


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

         Not applicable.


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT

         The information required by this Item is set forth under the headings
"Directors and Executive Officers" and "Compliance with Section 16 of the
Securities Exchange Act of 1934 in the Company's definitive proxy statement for
the Annual Meeting of Stockholders to be held in June 2001, and is expressly
incorporated herein by reference.

                                       15
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

         The information required by this Item is set forth under the heading
"Executive Compensation" in the Company's definitive proxy statement for the
Annual Meeting of Stockholders to be held in June 2001 and is expressly
incorporated herein by reference.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information required by this Item is set forth under the heading
"Voting Securities and Principal Holders Thereof" in the Company's definitive
proxy statement for the Annual Meeting of Stockholders to be held in June 2001,
and is expressly incorporated herein by reference.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information required by this Item is set forth under the heading
"Certain Relationships and Related Transactions" in the Company's definitive
proxy statement for the Annual Meeting of Stockholders to be held in June 2001,
and is expressly incorporated herein by reference.



                                     PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

A.       Financial Statements
         --------------------

         The Company has included in this Report the audited consolidated
financial statements of the Company for the years ended December 31, 2000, 1999
and 1998, which include the audited consolidated balance sheets of the Company
as of December 31, 2000, 1999 and 1998, and the related consolidated statements
of operations and statements of changes in stockholders' equity and cash flows
for the years ended December 31, 2000, 1999 and 1998. The consolidated balance
sheet of the Company for the years ended December 31, 2000 and 1999, reflects
the acquisition of Fi-Scrip, Inc. effective January 1, 1999. The consolidated
income statement and statement of cash flow of the Company for the years ended
December 31, 2000 and 1999, reflects the results of operations and cash flows of
the parent holding company, Finity Corporation and Fi-Scrip. The consolidated
income statement and statement of cash flow of the Company for the year ended
December 31, 1998 reflects the consolidated results of operations and cash flows
of the parent holding company and Finity Corporation.

B.       Reports on Form 8-K
         -------------------

         None.

C.       Other Exhibits
         --------------

         3.1      Certificate of Incorporation (1)
         3.2      Bylaws (1)
         4.1      Specimen Stock Certificate (1)
         10.1     Lease Agreement (Abilene, Texas) (1)
         10.2     Form of Data Processing Services Agreement (1)
         10.3     Stock Option Plan (3)
         10.4     Agreement to Acquire shares of FiScrip dated January 1, 1999
                  (4)
         10.5     Agreement for the Purchase of Stock, by and between the
                  Company and CNG Financial Corporation, an Ohio corporation
                  ("CNG"), dated as of September 16, 1999, and Amendment No. 1
                  thereto, dated as of September 30, 1999 (2)

                                       16
<PAGE>

         10.6     Non-Qualified Stock Option Agreement, by and between the
                  Company and CNG, dated as of September 16, 1999, and Amendment
                  No.1 thereto, dated as of September 30, 1999 (2)
         10.7     Agreement for the Purchase of Stock, by and among Century
                  Financial Group, Inc., a Florida corporation ("Century") and
                  CNG, dated as of September 16, 1999. (2)
         10.7     Agreement for the Purchase of Stock, by and among Century and
                  the Company, dated as of September 16, 1999. (2)


         27       Financial Data Schedule

(1)      Filed as part of Amendment No. 1 to Form 10-SB filed with the
         Commission as of June 18, 1998.

(2)      Filed as part of Form 8-K as filed with the Commission on October 1,
         1999.

(3)      Filed first as part of the Annual Report on Form 10-KSB for the year
         ended December 31, 1997, as amended.

(4)      Filed as part of Amendment No. 2 to Form 10-SB filed with the
         Commission as of February 10, 2000

                                       17
<PAGE>

                                   SIGNATURES

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

                                               FINITY HOLDINGS, INC.

                                               By:/s/ Olan Beard
                                                  -----------------------
                                                  Olan Beard
                                                  Principal Executive Officer

         Pursuant to the requirements of 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 below.


       NAME                      TITLE                                DATE
------------------------    ----------------                        ---------

/s/ Olan Beard              President, Chairman of the
------------------------    Board of Directors and Director      April 17, 2001
Olan Beard

/s/ Michael L. Beard        Chief Financial Officer,
------------------------    Executive Vice President
Michael L. Beard            and Principal Accounting Officer     April 17, 2001

/s/ Robert M. Feldman       Director                             April 17, 2001
-----------------------
Robert M. Feldman

/s/ Donald L. Thone         Director                             April 17, 2001
-----------------------
Donald L. Thone

/s/ Jared Davis             Director                             April 17, 2001
-----------------------
Jared Davis

/s/ A. David Davis          Director                             April 17, 2001
-----------------------
A. David Davis

/s/ Allen Davis             Director                             April 17, 2001
----------------------
Allen Davis

                                       18


<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Board of Directors of
FINITY HOLDINGS, INC. AND SUBSIDIARIES:

We have audited the accompanying consolidated balance sheets of FINITY HOLDINGS,
INC. AND SUBSIDIARIES (the Company) as of December 31, 2000, 1999 and 1998 and
the related consolidated statements of operation, consolidated statements of
changes in shareholders' equity, and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of FINITY HOLDINGS, INC. AND
SUBSIDIARIES as of December 31, 2000, 1999 and 1998, and the results of its
operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company incurred a net loss of $4,659,462 during the year ended December 31,
2000, and, as of that date, had a working capital deficiency of $415,062 and net
worth of $607,996. As described more fully in Note 4 to the financial
statements, the Company lost a significant contract in 1998 and, through
December 31, 2000, has been unable to replace the revenue stream produced by the
contract. The Company's primary shareholder has contributed capital and provided
debt facilities in sufficient amounts to maintain operations; however, the
primary shareholder has not committed to additional capital contributions or
extensions of credit. The Company has no commitments for alternate sources of
capital or financing. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.



                                        /S/  DAVIS, KINARD & CO., P.C.
                                             -------------------------
                                             DAVIS, KINARD & CO., P.C.

Abilene, Texas,
February 5, 2001,
except for Note 20, as to
which the date is March 30, 2001

                                       F-1


<PAGE>
<TABLE>

                                FINITY HOLDINGS, INC. AND SUBSIDIARIES
                                      CONSOLIDATED BALANCE SHEETS
                                   DECEMBER 31, 2000, 1999 AND 1998

<CAPTION>


                          ASSETS                            2000               1999             1998
                                                         ------------      ------------      ------------
<S>                                                      <C>               <C>               <C>
Current assets
     Cash and cash equivalents                           $ 1,899,945       $ 2,133,740       $   268,400
     Interest bearing deposits with banks                    300,000           501,000           501,000
     Accounts receivable, net                              2,246,179           319,079           447,844
     Prepaid expenses                                        848,237           337,468           582,633
     Federal income tax receivable                                 -           556,774            81,602
                                                         ------------      ------------      ------------
         Total current assets                              5,294,361         3,848,061         1,881,479

Premises and equipment                                     1,823,390         1,812,720         1,763,326
     Less accumulated depreciation                           937,793           607,163           260,381
                                                         ------------      ------------      ------------
         Net property and equipment                          885,597         1,205,557         1,502,945

Other assets
     Other assets                                             90,000            90,000                 -
     Deferred tax asset                                       47,461           400,967            34,113
     Goodwill, net of accumulated
         amortization of $81,162 for 1998                          -                 -           892,762
                                                         ------------      ------------      ------------
         Total other assets                                  137,461           490,967           926,875
                                                         ------------      ------------      ------------

TOTAL  ASSETS                                            $ 6,317,419       $ 5,544,585       $ 4,311,299
                                                         ============      ============      ============


           LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
     Accounts payable                                    $ 3,944,437       $ 2,163,382       $   298,840
     Accrued expenses and other liabilities                  786,965           476,457           265,521
     Current portion of note payable                         128,021            12,441            11,395
     Notes payable - related party                           850,000                 -           700,000
     Accrued interest payable                                      -                 -             5,945
                                                         ------------      ------------      ------------
         Total current liabilities                         5,709,423         2,652,280         1,281,701

     Long term portion of note payable                             -           124,847           143,182
                                                         ------------      ------------      ------------
         Total liabilities                                 5,709,423         2,777,127         1,424,883

SHAREHOLDER'S EQUITY
     Common stock , $.001 par value;
         100,000,000 shares authorized; 50,511,512
         issued and outstanding in 2000, 38,511,512
         issued and outstanding in 1999, and
         12,765,000 issued and outstanding in 1998            50,512            38,512            12,765
     Additional paid-in capital                            8,379,096         5,891,096         1,990,715
     Retained (deficit) earnings                          (7,821,612)       (3,162,150)          882,936
                                                         ------------      ------------      ------------
         Total shareholders' equity                          607,996         2,767,458         2,886,416
                                                         ------------      ------------      ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY               $ 6,317,419       $ 5,544,585       $ 4,311,299
                                                         ============      ============      ============
</TABLE>

The accompanying notes are an integral
part of these consolidated financial statements

                                                 F-2
<PAGE>
<TABLE>

                                    FINITY HOLDINGS, INC. AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                 YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
<CAPTION>

                                                      2000                1999              1998
                                                  -------------      -------------      -------------
<S>                                               <C>                <C>                <C>
REVENUE
     Credit card                                  $  2,003,419       $  4,029,463       $ 10,747,212
     Banking                                                 -             73,842            680,091
     Mail operations                                   127,229            203,367          1,114,956
     Merchant processing fees                          952,262            645,623                  -
     Other                                                 976            170,139            425,546
                                                  -------------      -------------      -------------
         Total operating revenue                     3,083,886          5,122,434         12,967,805

EXPENSES
     Salaries and employee benefits                  3,000,795          3,172,794          3,229,550
     Equipment and software lease                    1,603,216          2,583,287          1,850,212
     Facilities rent                                   268,460            351,599            436,493
     Repair and maintenance                            330,481            445,419            587,990
     Depreciation                                      327,130            363,475            212,542
     Computer and office supplies                      119,699            217,218            609,161
     Telephone                                         312,374            278,391            769,728
     Professional and outside services                 580,661            687,953            974,288
     Travel and entertainment                          210,388             97,092            139,459
     Other operating                                   580,178            545,606            951,434
                                                  -------------      -------------      -------------
         Total operating expenses                    7,333,382          8,742,834          9,760,857
                                                  -------------      -------------      -------------

(LOSS) INCOME FROM OPERATIONS                       (4,249,496)        (3,620,400)         3,206,948

OTHER (EXPENSE) INCOME
     Recovery of bad debt                                    -            224,925                  -
     Write-down of goodwill                                  -           (844,066)                 -
     Interest income                                    38,957             54,244             49,056
     Interest expense                                  (95,417)           (46,258)          (118,701)
                                                  -------------      -------------      -------------
         Total other (expense) income                  (56,460)          (611,155)           (69,645)
                                                  -------------      -------------      -------------

(LOSS) INCOME BEFORE TAX                            (4,305,956)        (4,231,555)         3,137,303

     Income tax (benefit) expense                      353,506           (999,938)         1,112,628
                                                  -------------      -------------      -------------

(LOSS) INCOME BEFORE
     EXTRAORDINARY ITEM                             (4,659,462)        (3,231,617)         2,024,675

EXTRAORDINARY ITEM, NET OF TAX                               -                  -           (660,000)
                                                  -------------      -------------      -------------

NET (LOSS) INCOME                                 $ (4,659,462)      $ (3,231,617)      $  1,364,675
                                                  =============      =============      =============

EARNINGS PER SHARE BEFORE EXTRAORDINARY ITEM
     Basic (loss) income                          $      (0.10)      $      (0.18)      $       0.16
     Diluted (loss) income                               (0.10)             (0.15)              0.16

EARNINGS PER SHARE AFTER EXTRAORDINARY ITEM
     Basic (loss) income                          $      (0.10)      $      (0.18)      $       0.11
     Diluted (loss) income                               (0.10)             (0.15)              0.11


The accompanying notes are an integral
part of these consolidated financial statements
</TABLE>

                                                           F-3


<PAGE>
<TABLE>

                                             FINITY HOLDINGS, INC. AND SUBSIDIARIES
                                   CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                          YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

<CAPTION>



                                            Common Stock                                Retained
                                   -----------------------------        Paid-In         (Deficit)
                                      Shares            Amount          Capital         Earnings           Total
                                   ------------     ------------     ------------     ------------      ------------
<S>                                 <C>             <C>              <C>              <C>               <C>
BALANCE - DECEMBER 31, 1997         12,500,000      $    12,500      $ 1,681,230      $  (481,739)      $ 1,211,991

     Issuance of common stock          265,000              265          281,485                -           281,750
     Stock options                           -                -           28,000                -            28,000
     Net income                              -                -                -        1,364,675         1,364,675
                                   ------------     ------------     ------------     ------------      ------------

BALANCE - DECEMBER 31, 1998         12,765,000           12,765        1,990,715          882,936         2,886,416

     Issuance of common stock       25,746,512           25,747        3,425,381                -         3,451,128
     Acquisition of Fi-Scrip                 -                -          475,000         (813,469)         (338,469)
     Net loss                                -                -                -       (3,231,617)       (3,231,617)
                                   ------------     ------------     ------------     ------------      ------------

BALANCE - DECEMBER 31, 1999         38,511,512           38,512        5,891,096       (3,162,150)        2,767,458

     Issuance of common stock       12,000,000           12,000        2,488,000                -         2,500,000
     Net loss                                -                -                -       (4,659,462)       (4,659,462)
                                   ------------     ------------     ------------     ------------      ------------

BALANCE - DECEMBER 31, 2000         50,511,512      $    50,512      $ 8,379,096      $(7,821,612)      $   607,996
                                   ============     ============     ============     ============      ============

The accompanying notes are an integral
part of these consolidated financial statements
</TABLE>

                                                                F-4


<PAGE>
<TABLE>

                                         FINITY HOLDINGS, INC. AND SUBSIDIARIES
                                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
<CAPTION>

                                                               2000               1999                1998
                                                         ----------------   -----------------   -----------------
<S>                                                      <C>                <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net (loss) income                                      $    (4,659,462)   $     (3,231,617)   $      1,364,675
  Adjustments to reconcile net (loss) income to
     net cash provided by operations
       Depreciation and amortization                             327,130             412,171             261,238
       Loss on disposal of assets                                      -              61,693                   -
       Write-down of goodwill                                          -             844,066                   -
     Net change in
       Deferred income taxes                                     353,506            (366,854)            140,129
       Accounts receivable                                    (1,370,326)           (346,407)             74,694
       Deposits, prepaid expenses and other assets               (10,769)            251,415            (233,473)
       Accrued expenses and accounts payable                   2,091,563           1,404,895             177,174
                                                         ----------------   -----------------   -----------------
Net cash (used in) provided by operating activities           (3,268,358)           (970,638)          1,784,437

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of fixed assets                                        (7,170)            (45,666)         (1,200,803)
  Increase in other investments                                        -             (90,000)                  -
  Cash acquired in investment in acquisition                           -             413,759                   -
  Decrease (increase) in interest bearing deposit                201,000                   -            (197,422)
                                                         ----------------   -----------------   -----------------
Net cash provided by (used in) investing activities              193,830             278,093          (1,398,225)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from line of credit, net of payments                  840,733            (424,826)           (600,000)
  Proceeds from long term debt                                         -                   -             160,000
  Proceeds from note payable                                   2,000,000                   -                   -
  Payments on long term debt                                           -             (17,289)             (5,423)
  Issuance of common stock                                             -           3,000,000             309,750
                                                         ----------------   -----------------   -----------------
Net cash provided by (used in) financing activities            2,840,733           2,557,885            (135,673)
                                                         ----------------   -----------------   -----------------

NET (DECREASE) INCREASE IN
     CASH AND CASH EQUIVALENTS                                  (233,795)          1,865,340             250,539

Cash and cash equivalents at beginning of period               2,133,740             268,400              17,861
                                                         ----------------   -----------------   -----------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD               $     1,899,945    $      2,133,740    $        268,400
                                                         ================   =================   =================

SUPPLEMENTAL DISCLOSURE
 OF CASH FLOW INFORMATION:
     Interest paid                                       $        47,140    $         33,869    $        118,701
     Taxes paid                                                        -                   -             760,000
     Issuance of stock in retirement of debt                   2,000,000             827,921                   -
     Issuance of stock in exchange for other assets              500,000                   -                   -

The accompanying notes are an integral
part of these consolidated financial statements
</TABLE>

                                                           F-5
<PAGE>

                     FINITY HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1:     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            PRINCIPLES OF CONSOLIDATION

            The accompanying consolidated financial statements include the
            accounts of Finity Holdings, Inc. (the Company) and its wholly-owned
            subsidiaries, Finity Corporation (Finity) and Fi-Scrip, Incorporated
            (Fi-Scrip). Intercompany accounts and transactions have been
            eliminated.

            ORGANIZATION AND NATURE OF OPERATIONS

            The Company was organized under the laws of the State of Delaware on
            February 5, 1993. The Company completed a private offering of its
            common stock in November 1993 (See Note 2).

            Finity was incorporated on October 21, 1983, pursuant to the
            provisions of the Texas Business Corporation Act. Finity's business
            activities include the processing of credit card purchases for
            numerous businesses in various industries throughout the United
            States and data processing for various banks.

            Fi-Scrip, a Nevada corporation, engages in the financial services
            business by marketing computer processing services for automated
            teller machines transactions, debit terminal transactions and
            electronic benefits transfer system transactions. Fi-Scrip contracts
            with merchants and independent service organizations for deployment
            of terminals and services.

            MANAGEMENT REPRESENTATION

            Management believes the financial statements include all adjustments
            necessary in order to present a fair presentation and ensure that
            the financial statements are not misleading.

            CASH AND CASH EQUIVALENTS

            The Company considers investments with an original maturity of three
            months or less to be cash equivalents.

            USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

            The preparation of financial statements in conformity with
            accounting principles generally accepted in the United States of
            America require 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 consolidated
            financial statements and the reported amounts of revenues and
            expenses during the reporting periods. Actual results could differ
            from those estimates.

            ACCOUNTS RECEIVABLE

            The Company utilizes the allowance method for uncollectible accounts
            receivable. Management estimates the uncollectible accounts and
            provides for them in the allowance. The balance of the allowance for
            uncollectible accounts was $20,000 at December 31, 2000 and 1999.
            The balance of the allowance for uncollectible accounts was $270,000
            at December 31, 1998.

                                       F-6
<PAGE>

                     FINITY HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1:     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

            REVENUE RECOGNITION

            The Company recognizes revenue when services have been provided to
            the customer.

            PROPERTY, PLANT AND EQUIPMENT

            Fixed assets of the Company are reported at historical cost.
            Depreciation and amortization on assets purchased are computed by
            the following methods and useful lives:

                Furniture and fixtures         Straight-line         5 years
                Electronic equipment           Straight-line       5-7 years
                Automobiles                    Straight-line       3-5 years
                Office equipment               Straight-line         5 years
                Computer software              Straight-line         3 years

            Depreciation is computed using the straight-line method over the
            estimated useful lives for financial statement purposes and an
            accelerated method of cost recovery over statutory recovery periods
            for tax purposes. Repairs and maintenance are expensed, whereas
            additions and improvements are capitalized.

            PREPAID ASSETS

            The Company has expenditures which benefit future periods which are
            recorded as prepaid assets or deferred costs and are amortized on a
            straight-line basis over the estimated or known period of benefit.
            Such prepaid assets and deferred costs include prepaid insurance,
            maintenance contracts, certain software licenses and supplies used
            in the normal operation of business.

            FEDERAL INCOME TAXES

            Deferred tax assets and liabilities are recognized for deductible
            and taxable temporary differences respectively. Temporary
            differences are the differences between the reported amounts of
            assets and liabilities and their tax bases. Deferred tax assets may
            be reduced by a valuation allowance when and if, in the opinion of
            management, the tax asset will, in part or in all, not be realized.
            Deferred tax assets and liabilities are adjusted for the effects of
            changes in tax laws and rates on the date of enactment.

            PER SHARE DATA

            In February 1997, Statement of Financial Accounting Standards (SFAS)
            No. 128, EARNINGS PER SHARE was issued. Under SFAS 128, net earnings
            per share (EPS) are computed by dividing net earnings by the
            weighted average number of shares of common stock outstanding during
            the period. SFAS 128 replaces fully diluted EPS, which the Company
            was not previously required to report, with EPS, assuming dilution.
            The Company adopted SFAS 128 effective December 31, 1998. The effect
            of this accounting change on previously reported EPS data is not
            significant.

                                       F-7
<PAGE>

                     FINITY HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1:     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

            PER SHARE DATA - CONTINUED

            The computation of basic earnings (loss) per share of common stock
            for the year ended December 31, 2000 is based on the weighted
            average number of shares outstanding in 2000 of 44,402,222. The
            computation of diluted earnings (loss) per share of common stock is
            based on the weighted average number of shares and equivalent shares
            outstanding in 2000 of 44,622,928. The computation of basic earnings
            (loss) per share of common stock is based on the weighted average
            number of shares outstanding for the years ended December 31, 1999
            and 1998 of 18,347,073 and 12,666,712 respectively. The computation
            of diluted earnings (loss) per share of common stock is based on the
            weighted average number of shares and equivalent shares outstanding
            for the years ended December 31, 1999 and 1998 of 21,238,613 and
            12,954,020, respectively. No potential common shares existed at
            December 31, 1998; therefore, basic loss per share equals diluted
            loss per share at that date.

            PREFERRED STOCK

            The Company, under its articles of incorporation, has the authority
            to issue up to 5,000,000 shares of preferred stock with a par value
            of $.001 each, totaling $5,000. The Board of Directors is authorized
            to provide for the issuance of the shares of preferred stock in
            series by filing a certificate pursuant to the applicable law of the
            State of Delaware, to establish the number of shares to be included
            in each such series, and to fix the designations, powers,
            preferences, rights and limitations of the shares of each series. At
            December 31, 2000, 1999 and1998, there were no preferred shares
            issued or outstanding.

            FAIR VALUES OF FINANCIAL INSTRUMENTS

            The following methods and assumptions were used by the Company in
            estimating fair values of financial instruments as disclosed herein:

            CASH AND SHORT-TERM INSTRUMENTS. The carrying amounts of cash and
            short-term instruments approximate their fair value.

            INTEREST BEARING DEPOSITS WITH BANKS. The carrying amounts of
            interest bearing deposits with banks approximate their fair value.

            ACCOUNTS RECEIVABLE. For accounts which are not past due greater
            than 90 days and have no significant change in credit risk, fair
            values are based on carrying values.

            NOTES PAYABLE. The Company's notes payable to an unrelated party
            arrangement bears a variable interest rate and represents terms and
            conditions currently available for the same or similar debt facility
            in the marketplace. Thus, the fair value of notes payable
            approximates the carrying amount.

                                       F-8
<PAGE>

                     FINITY HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1:     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

            RECENT ACCOUNTING STANDARDS

            In June 1997, SFAS No. 130, REPORTING OF COMPREHENSIVE INCOME, was
            issued. This statement requires that comprehensive income be
            reported in the basic financial statements. Comprehensive income
            refers to the change in equity during a period from transactions and
            events other than investments by and distributions to owners. This
            statement applies to fiscal years beginning after December 15, 1997.
            The Company adopted SFAS 130 on January 1, 1998. The Company has no
            items of comprehensive income.

            In June 1997, SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN
            ENTERPRISE AND RELATED INFORMATION, was issued. This Statement
            requires that a public business enterprise report financial and
            descriptive information about its reportable operating segments.
            Financial information should include a measure of segment profit or
            loss, certain specific revenue and expense items, and segment
            assets. Descriptive information should include detail on how
            segments were determined, products and services provided by each,
            and any differences in the measurements used in reporting segment
            information vs. those used in the general-purpose financial
            statements. This statement is effective for financial statements for
            periods beginning after December 15, 1997. The Company adopted SFAS
            131 on January 1, 1998. The implementation of this standard did not
            have any impact on the financial position or disclosures of the
            Company or results of its operations.

            In June 1998, SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS
            AND HEDGING ACTIVITIES was issued. Required adoption of the
            statement was subsequently deferred by SFAS No. 137 until July 1,
            2000. SFAS 133 establishes accounting and reporting standards for
            derivative instruments embedded in other contracts and for hedging
            activities. The Company expects to adopt the standard on July 1,
            2000. The implementation of this standard did not have any impact on
            the financial position or disclosures of the Company or results of
            its operations.

            The American Institute of Certified Public Accountants (AICPA)
            recently issued Statement of Position (SOP) No. 98-1, ACCOUNTING FOR
            THE COST OF COMPUTER SOFTWARE DEVELOPED OR OBTAINED FOR INTERNAL
            USE, which provides guidance concerning recognition and measurement
            of costs associated with developing or acquiring software for
            internal use. In 1998, the AICPA also issued SOP No. 98-5 REPORTING
            ON COSTS OF START-UP ACTIVITIES, which provides guidance concerning
            start-up activities and organization costs. Both pronouncements are
            effective for fiscal years beginning after December 15, 1998. The
            adoption of these statements did not have a significant impact on
            the financial statements.


NOTE 2:     PRIVATE OFFERINGS OF COMMON STOCK

            The Company offered shares of its common stock, $.001 par value, to
            a limited number of qualified investors in 1993. The company sold
            325,000 shares of common stock, at a price of $.20 per share for a
            total of $65,000. The investors subscribed to a minimum of 1,000
            shares. There was no minimum offering amount and there was no escrow
            of any funds received from the offering and such funds were utilized
            by the Company as they were received. Proceeds from the offering
            were used to provide working capital to the Company.

                                      F-9
<PAGE>

                     FINITY HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2:     PRIVATE OFFERINGS OF COMMON STOCK  - CONTINUED

            In September and October, 1999, pursuant to the terms of the
            CLCK/CNG Stock Purchase Agreement, CNG purchased 24,000,000 shares
            of common stock of the Company for a purchase price of $3,000,000.
            On June 14, 2000 CNG elected to convert a convertible promissory
            note. On June 30, 2000 CNG surrendered the convertible promissory
            note to the Company and, in exchange the Company issued to CNG
            10,000,000 shares of common stock based on the outstanding principal
            balance of $2,000,000 converted at $0.20 per share. CNG controls in
            excess of a majority of the issued and outstanding voting securities
            of the Company and is able to elect all of the directors of the
            Company and effectively control the Company's affairs. To date, CNG
            has purchased a total of 34,000,000 shares or 67.3% of the
            50,511,512 shares currently issued and outstanding. CNG is currently
            the Company's principal shareholder and has, as of the date of this
            report, designated three members to the Board of Directors of the
            Company.

            On July 27, 2000 the Company issued to its principal software
            provider, PaySys International (PaySys), 2,000,000 shares of the
            Company's common stock in exchange for certain concessions made in
            the software license agreement between the Company and PaySys,
            lowering the Company's operating expenses associated with the use of
            the VisionPLUS(R) software provided by PaySys. The Company recorded
            $500,000 in prepaid software lease expense based on fair market
            value of the Company's Common Stock of $0.25 per share as it traded
            on the open market on or about the date of issuance.

            In connection with the CNG transaction the Company issued to
            Century, an affiliate of Messrs. Gallant and Baetz, 1,736,512 shares
            of common stock in consideration of the cancellation of the
            obligation of $434,128 due and payable by the Company to Century.


NOTE 3:     ACQUISITION OF FI-SCRIP

            As of January 1, 1999, the primary shareholders of the Company
            contributed all of the common stock of Fi-Scrip to the Company for
            no consideration. The contribution of capital was not significant to
            the financial position of the Company. Fi-Scrip became a
            wholly-owned subsidiary of the Company effective January 1, 1999.
            Finity provides various services to Fi-Scrip in the performance of
            its merchant card processing.


NOTE 4:     CANCELLATION OF CONTRACT AND MANAGEMENT'S PLANS

            On July 23, 1998, the Colorado State Banking Board ordered the
            closure of BestBank and the Federal Deposit Insurance Corporation
            (FDIC) assumed the role of receiver of BestBank. The single largest
            asset of BestBank consisted of credit cards serviced by the Company.
            As a result, the Company is no longer servicing any of the accounts
            for BestBank or the FDIC. The effect of these events was to
            eliminate approximately 83% of the Company's monthly revenues, as
            measured during 1998, which has had a material adverse effect on the
            Company's results of operations for the year ended December 31, 2000
            and 1999. This has resulted in a reduction of monthly revenue since
            December 31, 1998 of $900,000 per month, subsequently resulting in
            net operating losses of $4,659,462 and $3,231,617 for the years
            ended December 31, 2000 and 1999, respectively.

                                      F-10


<PAGE>

                     FINITY HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4:     CANCELLATION OF CONTRACT AND MANAGEMENT'S PLANS - CONTINUED

            The Company has maintained operations, reducing expenses where
            feasible while maintaining its structural integrity as a processor,
            through raising capital through the sale of the Company's common
            stock and through various debt instruments. The Company's operating
            losses and subsequent financial condition has made finding
            additional sources of revenue difficult in that potential clients
            are very leery to commit to a contract with a processor with
            financial integrity issues. The Company currently has no commitment
            for securing any additional operating capital through the sale of
            securities. The Company has drawn approximately $1,200,000 through
            various debt instruments with its primary shareholder. The Company's
            primary shareholders have not committed to fund the Company through
            either debt instruments or the purchase of additional Company
            securities is limited.

            The Company is currently exploring several options, including
            securing optimal new business for the Company as to ensure its
            future financial integrity, locating a strategic partner to take an
            equity interest in the Company who has the ability to bring
            significant new business to the Company and the possibility of
            selling one or both of Finity Holdings, Inc.'s subsidiaries Finity
            Corporation and/or Fi-Scrip Inc. No assurance can be given that the
            Company will be able to attract sufficient new business or to obtain
            adequate new financing. If the Company does not generate adequate
            revenue producing business or proceeds from financing, the Company
            will have to curtail its operations significantly or be forced to
            sell or liquidate its assets, which will have a material adverse
            effect on the Company's financial condition.

            Further, as a direct result of the Company's current financial
            condition, on February 1, 2001, Finity Corporation, after extensive
            deliberation and consultation with the FDIC, has agreed to release
            from contract and arranged for the assignment and transfer of the
            data processing agreements of three of the Company's clients who are
            under the FDIC's regulatory authority. The Company is currently
            continuing to process all three clients, but expects that two of the
            clients will terminate their contract for Company's services on or
            about April, 30, 2001; and the third will likely terminate their
            processing contract by June 30, 2001. These events will likely have
            an even further adverse effect on the Company's financials for the
            second quarter and year end of 2001 and possibly beyond.


NOTE 5:     FINANCIAL INSTRUMENTS

            The estimated fair values of the Company's financial instruments
            were:

                                                      Carrying         Fair
                                                       Amount          Value
                                                    ------------   -------------
            DECEMBER 31, 2000

            Financial assets:
               Cash and interest bearing
                  deposits with banks               $  2,199,945   $  2,199,945
               Accounts receivable                     2,246,179      2,246,179

                                      F-11


<PAGE>

                     FINITY HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            Financial liabilities:
               Notes payable                             978,021        978,021
               Accrued interest payable                   23,031         23,031


            DECEMBER 31, 1999

            Financial assets:
               Cash and interest bearing
                  deposits with banks               $  2,634,740   $  2,634,740
               Accounts receivable                       319,079        319,079

            Financial liabilities:
               Notes payable                             137,288        137,288


            DECEMBER 31, 1998

            Financial assets:
               Cash and interest bearing
                  deposits with banks                    769,400        769,400
               Accounts receivable                       447,844        447,844

            Financial liabilities:
               Notes payable                             854,577        854,577
               Accrued interest payable                    5,945          5,945

            The method(s) and assumptions used to estimate the fair value of
            financial instruments are disclosed in Note 1, "Fair Values of
            Financial Instruments".


NOTE 6:     EXTRAORDINARY ITEM

            The Company derived a substantial portion of its revenue by
            processing certain credit card accounts for the FDIC, as receiver
            for BestBank of Boulder, Colorado. On December 24, 1998, RRI Credit
            Corporation (RRICC), was awarded the contract to purchase the
            accounts from the FDIC. The purchase and sale agreement between
            RRICC and the FDIC called for a $1,000,000 non-refundable deposit to
            be paid by RRICC. On December 14, 1998, the Company entered into an
            initial processing services agreement with RRICC for the processing
            of the accounts should RRICC's bid be accepted. In consideration for
            the initial processing agreement, the Company agreed to and did lend
            RRICC, on a non-recourse basis unless returned by the FDIC, the
            principal sum of $1,000,000, which in turn was paid to the FDIC by
            RRICC as a non-refundable deposit. Due to certain circumstances,
            RRICC was unable to close the purchase with the FDIC; therefore, the
            Company charged off the $1,000,000 loan to RRICC at December 31,
            1998.


NOTE 7:     INCOME TAXES

            The Company files a consolidated federal income tax return; however,
            federal income taxes are allocated between the Company and its
            subsidiaries based on statutory rates.

                                      F-12


<PAGE>
<TABLE>

                     FINITY HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7:     INCOME TAXES - CONTINUED

            The consolidated income tax expense, as a percentage of pretax
            earnings, differs from the statutory federal income tax rate in the
            years ended December 31, 2000, 1999 and 1998, as follows:
<CAPTION>
                                                         2000          1999         1998
                                                       ---------     --------     --------
            <S>                                         <C>          <C>           <C>
            Statutory federal income tax rate           (34.00)%     (34.00)%      34.00%
            Nondeductible expenses                        0.44         1.67         2.28
            Valuation allowance on net operating
               loss carryforwards                        41.77         8.79         -
            Other                                         -            (.09)        (.13)
                                                       ---------     --------     --------
            Effective income tax rate                     8.21%      (23.63)%      36.15%
                                                       =========     ========     ========
</TABLE>
<TABLE>

            Income tax (benefit) expense in the years ended December 31, 2000,
            1999 and 1998, is comprised of the following:
<CAPTION>
                                                            2000           1999           1998
                                                         ----------     ----------     ----------
            <S>                                          <C>            <C>            <C>
            Current income tax (benefit) expense         $       -      $(576,373)     $ 632,499
            Deferred income tax (benefit) expense          353,506       (423,565)       140,129
                                                         ----------     ----------     ----------
                                                         $ 353,506      $(999,938)     $ 772,628
                                                         ==========     ==========     ==========
</TABLE>

            Income tax expense (benefit) is allocated between operations and the
            extraordinary item for the year ended December 31, 1998, as follows:

            Income tax expense:
              Continuing operations                              $ 1,112,628
              Extraordinary item                                    (340,000)
                                                                 ------------
                  Total                                          $   772,628
                                                                 ============
<TABLE>

            The tax effects of temporary differences that gave rise to deferred
            tax assets (liabilities) as of December 31, 2000, 1999 and 1998,
            respectively:
<CAPTION>
                                                            2000           1999           1998
                                                        ------------   ------------   ------------
            Deferred tax assets
            -------------------
              <S>                                       <C>            <C>            <C>
              Net operating loss carryforwards          $ 2,256,910    $   863,337    $         -
              Other                                           3,706          7,514         75,332
                                                        ------------   ------------   ------------
                  Total deferred tax assets               2,260,616        870,851         75,332

            Deferred tax liabilities
            ------------------------

              Depreciation and amortization                 (80,660)       (97,930)       (41,219)
                                                        ------------   ------------   ------------
                  Total deferred tax liabilities            (80,660)       (97,930)       (41,219)

              Valuation allowance                        (2,132,495)      (371,954)             -
                                                        ------------   ------------   ------------
                  Net deferred tax asset                $    47,461    $   400,967    $    34,113
                                                        ============   ============   ============
</TABLE>

                                      F-13


<PAGE>

                     FINITY HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7:     INCOME TAXES - CONTINUED

            At December 31, 1997, the Company had net operating loss
            carryforwards available for federal income tax purposes which were
            fully utilized in the year ended December 31, 1998. At December 31,
            2000 and 1999, the Company had net operating loss carryforwards
            available for federal tax income tax purposes amounting to
            $6,637,969 and $2,698,524 respectively, which expire in the years
            2015 and 2014. Of this amount, management has determined that
            approximately $1,090,000 may not be utilized in future periods,
            primarily due to separate company limitations that may restrict the
            utilization of the net operating loss carryforwards. Accordingly,
            the Company has recorded a valuation allowance related to these
            possible limitations and the uncertainty of utilization of the net
            operating loss carryforwards. The following summarizes the changes
            in the valuation allowance in the year ended December 31, 2000 and
            1999:
<TABLE>
<CAPTION>
                                                                        2000            1999
                                                                   -------------   -------------
               <S>                                                 <C>             <C>
               Valuation allowance at beginning of period          $    371,954    $          -

               Valuation allowance established during the period      1,760,541         371,954
                                                                   -------------   -------------

               Valuation allowance at end of period                $  2,132,495    $    371,954
                                                                   =============   =============
</TABLE>


NOTE 8:     NOTES PAYABLE

            On September 1, 2000, the Company issued a promissory note
            (Promissory Note 1) to CNG Financial Corporation (CNG), an affiliate
            of the Company. Promissory Note 1, in the principal sum of $250,000,
            carries an interest rate of 11.50% and is due and payable in one
            installment, together with all accrued and unpaid interest thereon,
            on demand; provided, however, that accrued interest shall be payable
            on October 1, 2000 and on the first day of each month thereafter
            until the debt is paid in full.

            On October 2, 2000, the Company issued a second promissory note
            (Promissory Note 2) to CNG. Promissory Note 2, in the principal sum
            of $250,000, carries an interest rate of 11.50% and is due and
            payable in one installment, together with all accrued and unpaid
            interest thereon, on demand; provided, however, that accrued
            interest shall be payable on November 1, 2000 and on the first day
            of each month thereafter until the debt is paid in full.

            On October 6, 2000, the Company issued a third promissory note
            (Promissory Note 3) to CNG. Promissory Note 3, in the principal sum
            of $350,000, carries an interest rate of 11.50% and is due and
            payable in one installment, together with all accrued and unpaid
            interest thereon, on demand; provided, however, that accrued
            interest shall be payable on November 1, 2000 and on the first day
            of each month thereafter until the debt is paid in full.

            The outstanding balance of all of the notes payable and accrued
            interest payable due to CNG Financial at December 31, 2000 was
            $850,000 and $23,031, respectively.

                                      F-14


<PAGE>

                     FINITY HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8:     NOTES PAYABLE - CONTINUED

            Finity, on September 16, 1999, effectively terminated an $800,000
            unsecured operating line of credit through Century Financial Group,
            Inc., a corporation owned by the Company's then primary
            shareholders. Finity through negotiations with Century Financial
            Group, Inc., was able to offset $576,352 in accounts receivable from
            Century to Finity against the $827,921 balance of the line of
            credit, which included $27,921 in accrued interest payable, and
            through its parent company the Company issued 1,006,276 shares of
            common stock in consideration of the remaining $251,569 balance of
            the line of credit. The line of credit carried an annual percentage
            rate of 10%. Under the terms of the line of credit, Finity paid
            interest on a monthly basis with the unpaid principal due at
            maturity, September 15, 1999. The outstanding balance on the line of
            credit as of December 31, 1998 was $700,000.

            Fi-Scrip, on September 16, 1999, effectively terminated an operating
            line of credit through Century Financial Group, Inc., a company
            owned by the Company's former primary shareholders. The Company
            issued 730,236 shares of the Company's common stock in consideration
            of the $182,559 balance of the line of credit, including $6,604 in
            accrued interest payable. The line of credit, dated May 1, 1998,
            with the same Century Financial Group, Inc. provided Fi-Scrip with a
            maximum operating line of credit of $250,000. The note carried an
            annual percentage rate of 10%. Under the terms of the note, Fi-Scrip
            paid interest on a monthly basis with the unpaid principal due on
            demand.

            Finity has a real estate lien note through American State Bank
            formerly Security State Bank. The real estate note, dated August 1,
            1998, in the amount of $160,000 carries an annual interest rate of
            Wall Street prime plus 1%, with a maturity date of August 1, 2001.
            The note is secured by a deed of trust to a building in which the
            note proceeds were used to purchase and renovate. The outstanding
            balance as of December 31, 2000, 1999 and 1998 was $128,021,
            $137,288 and $154,577, respectively.


NOTE 9:     LEASE OBLIGATIONS

            The Company has entered into various operating lease agreements.
            Under terms of an operating lease with IBM Corporation, certificates
            of deposit with a carrying value of $200,000 at December 31, 2000
            were pledged as collateral against Bank One letters of credit in
            favor of IBM. Under terms of an operating lease with Timmermen
            Leasing, a certificate of deposit with a carrying value of $100,000
            at December 31, 2000, was pledged as collateral. The future minimum
            payments for leased property under these noncancellable lease
            agreements for each of the next five years (no commitments for
            leased property extend more than five years) ending December 31,
            2005 are as follows:

                              2001                              $ 1,229,817
                              2002                                  862,878
                              2003                                  306,805
                              2004                                  102,523
                              2005                                   90,330
                                                                -----------

                 Lease obligations                              $ 2,592,353
                                                                ===========

                                      F-15


<PAGE>

                     FINITY HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 9:     LEASE OBLIGATIONS - CONTINUED

            On August 24, 1999 the Company entered into a new lease for its
            office space, 36,182 square feet, from American State Bank at an
            annual cost of approximately $282,168. The former lease made on
            August 1, 1997, which included 52,248 square foot at a rate of
            $400,000 per year, was for a term of two years expiring July 31,
            1999 with a 180 day termination clause.


NOTE 10:    MARKET RISK AND CONCENTRATIONS

            For the year ended December 31, 2000, revenue from Galactic/Nokia
            accounted for approximately $802,592 or 32% of the Company's total
            revenues, revenues from CNG, the Company's primary shareholder,
            accounted for approximately $391,061 or 16% of the Company's total
            revenue and revenue from Fi-Scrip accounted for approximately
            $369,810 or 15% of the Company's total revenues. No other customers
            accounted for 10% or more of the Company's total revenues.

            For the year ended December 31, 1999, revenue from the BestBank
            portfolio accounted for approximately $3,064,150 or 60% of the
            Company's total revenues and revenue from Fi-Scrip accounted for
            approximately $645,623 or 13% of the Company's total revenues. No
            other customers accounted for 10% or more of the Company's total
            revenues. Since the Best Bank failure in July 1998 the Company
            continued its role as processor for the portfolio accounts through
            May 17, 1999, in which it was receiving payment from the FDIC for
            its processing costs.

            For the year ending December 31, 1998, revenue from the BestBank
            portfolio accounted for approximately 83% of the Company's total
            revenues. No other customers accounted for 10% or more of the
            Company's total revenues.


NOTE 11:    RELATED PARTY TRANSACTIONS

            For the year ended December 31, 2000, revenue from CNG, the
            Company's primary shareholder, accounted for approximately $391,061
            or 16% of the Company's total revenue. Expenses billed to the
            Company by CNG, the Company's primary shareholder amounted to
            $1,288,020 for the year ended December 31, 2000.

            Note 8 details promissory notes with CNG which have outstanding
            balances at December 31, 2000. On February 16, 2000 the Company
            issued an unsecured promissory note (the demand promissory note) to
            CNG. The demand promissory note, in the principal sum of $500,000,
            carried an interest rate of 11.75% and was due and payable on demand
            in one installment, together with all accrued and unpaid interest
            thereon; provided, however, that accrued interest was payable on
            March 1, 2000 and on the first day of each month thereafter until
            the debt is paid in full. The demand promissory note was retired on
            April 21, 2000 when the Company and CNG executed a revolving line of
            credit up to a maximum principal amount of $2,000,000 evidenced by a
            convertible promissory note (the convertible promissory note). The
            convertible promissory note originally matured three years from its
            date of issuance with interest at the rate of 11.5% per annum
            payable quarterly.

                                      F-16


<PAGE>

                     FINITY HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 11:    RELATED PARTY TRANSACTIONS - CONTINUED

            On June 14, 2000 CNG elected to convert the convertible promissory
            note. On June 30, 2000, CNG surrendered the convertible promissory
            note to the Company, and in exchange the Company issued to CNG
            10,000,000 shares of Common Stock based on the outstanding principal
            balance of $2,000,000 converted at $0.20 per share. As of December
            31, 2000, CNG has purchased a total of 34,000,000 shares or 67.3% of
            the 50,511,512 shares currently issued and outstanding. CNG is
            currently the Company's principal shareholder and has, as of the
            date of this report, designated four members to the Board of
            Directors of the Company.

            The Company also issued two warrants (warrant A and warrant B) to
            CNG, which will be exercisable if certain revenue targets are met.
            Warrant A expires April 30, 2001 and may become exercisable to
            purchase a maximum of 2,000,000 shares of Common Stock at $.01 per
            share if the total revenues of Finity are $620,000 or more for any
            month prior to the expiration date of warrant A. Warrant B expires
            April 30, 2002 and may become exercisable to purchase a maximum of
            5,000,000 shares of Common Stock at $.01 per share if the total
            revenues of Finity are $1,120,000 or more for any month prior to the
            expiration date of warrant B.

            On July 27, 2000 the Company issued to its principal software
            provider, PaySys International (PaySys), 2,000,000 shares of the
            Company's Common Stock in exchange for certain concessions made in
            the software license agreement between the Company and PaySys,
            lowering the Company's operating expenses associated with the use of
            the VisionPLUS(R) software provided by PaySys. The Company recorded
            $500,000 in prepaid software lease expense based on fair market
            value of the Company's Common Stock of $0.25 per share as it traded
            on the open market on or about the date of issuance.

            Finity's former financing source, Century Financial Group, Inc.
            (CFG), is owned by the Company's former primary shareholders, Glenn
            Gallant and Douglas Baetz. Notes payable to CFG at December 31, 1998
            was $700,000. Interest expense to CFG amounted to $57,671 and
            $96,657 for the years ended December 31, 1999 and 1998,
            respectively. Accrued interest payable at December 31, 1998 $5,945.


NOTE 12:    STOCK OPTION PLAN

            The Company adopted a stock plan to provide for the granting of
            options to senior management of the Company. As of December 31,
            2000, the Company has allocated 1,250,000 shares of stock for
            issuance under the plan. On July 1, 1998 and August 6, 1999 the
            Company granted 316,666 and 550,000 options, respectively. The
            options expire five years from the date of issuance. On December 24,
            1998, the Company amended the exercise price of the options
            previously granted on July 1, 1998.

                                      F-17


<PAGE>

                     FINITY HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 12:    STOCK OPTION PLAN - CONTINUED

            The following table shows the vesting schedule and the exercise
            price, as amended, for each of the five current and two former
            directors awarded options on July 1, 1998.
<TABLE>
<CAPTION>
                                                     Options vested
                                            --------------------------------   Total Options
                                 Exercise   July 1,   October 1,  January 1,    Vested and
                Director           Price     1998        1998        1999       Outstanding
            ------------------   --------   -------   ----------  ----------   -------------
            <S>                    <C>      <C>         <C>          <C>             <C>
            Glenn M. Gallant       $ .62    16,666      16,667            -          33,333
            Douglas R. Baetz       $ .62    16,666      16,667            -          33,333
            Kenneth A. Klotz       $ .48    16,666      16,667       16,667          50,000
            Charles LaMontagne     $ .48    16,666      16,667       16,667          50,000
            Olan Beard             $ .48    16,666      16,667       16,667          50,000
            Donald Thone           $ .48    16,666      16,667       16,667          50,000
            Robert Feldman         $ .48    16,666      16,667       16,667          50,000
                                                                               -------------

                                                                                    316,666
                                                                               =============
</TABLE>

            The following table shows the vesting schedule and the exercise
            price for each of the five directors awarded options on August 6,
            1999.

<TABLE>
<CAPTION>
                                                      Options vested
                                                 ------------------------     Total Options
                                  Exercise       August 6,    October 22,      Vested and
                 Director           Price          1999          1999          Outstanding
            --------------------  --------       ---------    -----------     -------------
            <S>                     <C>           <C>           <C>                <C>
            Kenneth A. Klotz        $ .23         50,000        100,000            150,000
            Charles LaMontagne      $ .23         50,000        100,000            150,000
            Olan Beard              $ .23         50,000        100,000            150,000
            Donald Thone            $ .23         50,000              -             50,000
            Robert Feldman          $ .23         50,000              -             50,000
                                                                              -------------

                                                                                   550,000
                                                                              =============
</TABLE>

            Messrs. Baetz and Gallant, having greater than 10% of the
            outstanding shares of the Company at July 1, 1998, were granted
            options with an exercise price set at 110% of the fair market value
            of the Company's common stock at the date of the grant. The
            remaining five directors were granted options with an exercise price
            set at 85% of the fair market value of the Company's common stock at
            the date of the grant. As of December 31, 1999, no options under the
            plan had been exercised.

            The 100,000 options granted to each of Messrs. Klotz, LaMontagne and
            Beard on August 6, 1999, and vesting on November 16, 1999,
            originally were to vest over a two year period, beginning with
            50,000 vesting on August 6, 2000 and 50,000 vesting on August 6,
            2001, but were accelerated by the change in control of the Company's
            shareholders on October 22, 1999.

                                      F-18


<PAGE>

                     FINITY HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 12:    STOCK OPTION PLAN - CONTINUED

            Effective December 7, 1999, Mr. Roland Koch was granted 125,000
            options to purchase the Company's common stock under the plan, with
            an exercise price of $0.40, 85% of the fair market value of the
            Company's common stock at the date of the grant. The options will
            vest over a three year period beginning December 7, 1999 at a rate
            of 1/3 each year. As of December 31, 2000, Mr. Koch has 41,667
            options vested and none have been exercised.

            Effective December 7, 1999, Mr. John Courter was granted 25,000
            options to purchase the Company's common stock under the plan, with
            an exercise price of $0.40, 85% of the fair market value of the
            Company's common stock at the date of the grant. The options are
            currently vested as of December 7, 1999. As of December 31, 2000,
            Mr. Courter has 25,000 options vested and none have been exercised.

            Effective March 27, 2000, Mr. Harvey Wagner was granted 50,000
            options to purchase the Company's common stock under the plan, with
            an exercise price of $0.27, 85% of the fair market value of the
            Company's common stock at the date of the grant. The options are
            currently vested as of March 27, 2000. As of December 31, 2000, Mr.
            Wagner has 50,000 options vested and none have been exercised.

            Effective March 7, 2000, Mr. Michael R. Waldron was granted 10,000
            options to purchase the Company's common stock under the plan, with
            an exercise price of $0.27, 85% of the fair market value of the
            Company's common stock at the date of the grant. The options vest as
            follows: 1,000 shares vested July 1, 2000; 1,000 shares vest March
            7, 2001; 1,000 shares vest March 7, 2002; 1,000 shares vest March 7,
            2003; 6,000 shares will be awarded subject to management discretion
            based upon agreed to performance measures. As of December 31, 2000,
            Mr. Waldron had 1,000 options vested.

            The Company accounts for the options in accordance with Accounting
            Principles Board Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO
            EMPLOYEES, under which compensation cost is recognized for the
            difference in the option's exercise price and the fair market value
            of the stock as of the date of each grant over the vesting period.
            The effect of further compensation cost for the plan, had it been
            included in the income statement as provided for in SFAS No. 123,
            ACCOUNTING FOR STOCK- BASED COMPENSATION, would have resulted in an
            insignificant reduction to the Company's net earnings and earnings
            per share on a pro forma basis, based on estimates using an accepted
            options pricing model.

                                      F-19


<PAGE>
<TABLE>

                          FINITY HOLDINGS, INC. AND SUBSIDIARIES
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 13:    CONDENSED FINANCIAL INFORMATION - PARENT COMPANY

            The following represents consolidated financial information of the
            parent company as of and for the years ended December 31, 2000 and
            1999 utilizing the equity method of accounting.

<CAPTION>
            CONDENSED BALANCE SHEETS:

                              ASSETS                          December 31,    December 31,
                                                                  2000            1999
                                                             --------------  --------------
            <S>                                              <C>             <C>
            Current assets
              Cash and cash equivalents                      $         181   $           -
              Prepaid expenses and other assets                     25,000          36,820
              Due from subsidiaries                              4,890,459       1,920,928
                                                             --------------  --------------
               Total current assets                              4,915,640       1,957,748

            Other assets
              Deferred tax asset                                    -               17,637
              Other investments                                     90,000          90,000
              Investment in subsidiaries                        (3,391,579)        792,635
                                                             --------------  --------------
               Total other assets                               (3,301,579)        900,272
                                                             --------------  --------------

              TOTAL ASSETS                                   $   1,614,061   $   2,858,020
                                                             ==============  ==============


                   LIABILITIES AND SHAREHOLDERS' EQUITY

            LIABILITIES
              Accrued expenses and other liabilities         $     156,066          90,562
              Note payable to CNG Financial                        850,000               -
                                                             --------------  --------------
               Total current liabilities                         1,006,065          90,562

            SHAREHOLDERS' EQUITY
              Common stock                                          50,512          38,512
              Capital surplus                                    8,379,096       5,891,096
              Retained (deficit) earnings                       (7,821,612)     (3,162,150)
                                                             --------------  --------------
               Total shareholders' equity                          607,996       2,767,458
                                                             --------------  --------------

              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY     $   1,614,061   $   2,858,020
                                                             ==============  ==============
</TABLE>

                                           F-20


<PAGE>

                          FINITY HOLDINGS, INC. AND SUBSIDIARIES
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>

NOTE 13:    CONDENSED FINANCIAL INFORMATION - PARENT COMPANY - CONTINUED

<CAPTION>

                                                                      YEARS ENDED
                                                            ------------------------------
                                                             December 31,    December 31,
                                                                 2000            1999
                                                            --------------  --------------
            <S>                                             <C>             <C>
            CONDENSED STATEMENTS OF OPERATIONS:

            REVENUES
              Undistributed loss of subsidiaries            $  (4,184,213)  $  (2,722,063)

            EXPENSES
              Stockholder costs and fees                           49,878           5,116
              Professional and outside services                   359,739         405,584
              Marketing                                            23,905         106,987
              Other operating                                       1,050           2,503
                                                            --------------  --------------
               Total operating expenses                           434,572         520,190

              Interest expense                                     23,040               -
              Compensation to directors                            -               10,000
                                                            --------------  --------------
               Total other expense                                 23,040          10,000
                                                            --------------  --------------

            LOSS BEFORE FEDERAL INCOME TAX                     (4,641,825)     (3,252,253)

              Income tax expense (benefit)                         17,637         (20,636)
                                                            --------------  --------------

            NET LOSS                                        $  (4,659,462)  $  (3,231,617)
                                                            ==============  ==============


            CONDENSED STATEMENTS OF CASH FLOWS:

            CASH FLOWS FROM OPERATING ACTIVITIES
              Net loss                                      $  (4,659,462)  $  (3,231,617)
              Adjustments to reconcile net loss
               to net cash provided by operations
                   Undistributed loss in subsidiaries           4,184,213       2,722,063
                   Increase in receivables                     (2,469,531)     (1,338,319)
                   Decrease in prepaid
                         expenses and other assets                 11,820          51,543
                   Decrease in deferred tax asset                  17,637               -
                   Increase (decrease) in accruals
                         and accounts payable                      65,504      (1,565,859)
                                                            --------------  --------------
              Net cash used in operating activities            (2,849,819)     (3,362,189)

              CASH FLOWS FROM INVESTING ACTIVITIES
               Other investments                                        -         (90,000)
                                                            --------------  --------------
              Net cash used in investing activities                     -         (90,000)
</TABLE>

                                           F-21


<PAGE>

                          FINITY HOLDINGS, INC. AND SUBSIDIARIES
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>

NOTE 13:    CONDENSED FINANCIAL INFORMATION - PARENT COMPANY - CONTINUED

<CAPTION>

                                                                       YEARS ENDED
                                                               ---------------------------
                                                               December 31,   December 31,
                                                                   2000           1999
                                                               ------------   ------------

            <S>                                                <C>            <C>
              CASH FLOWS FROM FINANCING ACTIVITIES
               Proceeds from line of credit, net of payments       850,000        451,128
               Issuance of common stock                                  -      3,000,000
               Proceeds from note payable                        2,000,000              -
                                                               ------------   ------------
              Net cash provided by financing activities          2,850,000      3,451,128

            NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS       181         (1,061)
            Cash and cash equivalents at beginning of year               -          1,061
                                                               ------------   ------------
            CASH AND CASH EQUIVALENTS AT END OF PERIOD         $       181    $         -
                                                               ============   ============
</TABLE>

            The following represents financial information of the parent company
            as of and for the year ended December 31, 1998, utilizing the equity
            method of accounting:

            CONDENSED BALANCE SHEET:

                 ASSETS

              Current assets
               Cash and cash equivalents                            $     1,061
               Prepaid expenses and other assets                        106,000
               Federal income tax receivable                            582,609
                                                                    ------------
                 Total current assets                                   689,670

              Investment in subsidiary                                1,379,969
                                                                    ------------

              Other assets
               Investment in subsidiary                               3,853,166
                                                                    ------------

                 TOTAL ASSETS                                       $ 4,542,836
                                                                    ============


                 LIABILITIES AND SHAREHOLDERS' EQUITY

            LIABILITIES
              Accrued expenses and other liabilities                $    69,445
              Due to subsidiary                                       1,586,975
                                                                    ------------
               Total current liabilities                              1,656,420

            SHAREHOLDERS' EQUITY
              Common stock                                               12,765
              Capital surplus                                         1,990,715
              Retained earnings                                         882,936
                                                                    ------------

                                           F-22


<PAGE>

                          FINITY HOLDINGS, INC. AND SUBSIDIARIES
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


               Total shareholders' equity                             2,886,416
                                                                    ------------

                 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY         $ 4,542,836
                                                                    ============

                                           F-23


<PAGE>

                     FINITY HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 13:    CONDENSED FINANCIAL INFORMATION - PARENT COMPANY - CONTINUED

            CONDENSED STATEMENT OF OPERATIONS:

            REVENUES
              Undistributed earnings of subsidiary                  $ 2,473,197

            EXPENSES
              Stockholder costs and fees                                  8,830
              Professional and outside services                         485,615
              Marketing                                                 171,833
              Other operating                                             1,569
                                                                    ------------
               Total operating expenses                                 667,347

              Compensation to directors                                  10,000
                                                                    ------------

            INCOME BEFORE FEDERAL INCOME TAX                          1,795,350
              Income tax benefit                                       (229,325)
                                                                    ------------

            NET INCOME BEFORE EXTRAORDINARY LOSS                    $ 2,024,675
            Extraordinary loss                                          660,000
                                                                    ------------

            NET INCOME                                              $ 1,364,675
                                                                    ============


            CONDENSED STATEMENT OF CASH FLOWS:

            CASH FLOWS FROM OPERATING ACTIVITIES
              Net income                                            $ 1,364,675
              Adjustments to reconcile net income to
               net cash provided by operations
                 Undistributed (earnings) of subsidiary              (2,473,197)
                 Increase in receivables                               (582,609)
                 Increase in prepaid expenses and other assets          (90,976)
                 Increase in accruals and accounts payable            1,471,729
                                                                    ------------
              Net cash used in operating activities                    (310,378)
                                                                    ------------

            CASH FLOWS FROM OPERATING ACTIVITIES
              Issuance of common stock                                  309,750
                                                                    ------------
            Net cash provided by financing activities                   309,750

            NET DECREASE IN CASH AND CASH EQUIVALENTS                      (628)
            Cash and cash equivalents at beginning of year                1,689
                                                                    ------------
            CASH AND CASH EQUIVALENTS AT END OF PERIOD              $     1,061
                                                                    ============

                                      F-24


<PAGE>

                     FINITY HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 14:    CONSULTING AGREEMENTS

            On March 20, 1998, the Company entered into a consulting agreement
            with Worldwide Corporate Finance (Worldwide). Worldwide, through its
            individual affiliate, Michael Markow, provided the Company with
            consulting services, including long-term business, managerial and
            financial planning; investigating and analysis in corporate
            reorganizations and expansion in merger and acquisition
            opportunities and the introduction of business opportunities for
            credit card processing services. As compensation for services, the
            Company granted to Mr. Markow options to purchase up to 700,000
            shares of common stock, at varying prices between $0.95 and $1.70,
            which are the subject of a currently effective registration
            statement. The fair value of the options granted approximated the
            value of the services provided by Mr. Markow and has been recognized
            as a component of consulting fees in the consolidated income
            statement.

            In February 1999, the Company's management and Mr. Markow reached an
            agreement to terminate the existing consulting agreement between the
            Company and Worldwide. In settlement, the Company agreed to allow
            Mr. Markow to exercise 10,000 additional options to purchase an
            equal number of shares of the Company's common stock at $1.70 per
            share resulting in a transaction valued at $17,000. Additionally the
            Company agreed to pay Mr. Markow $15,000 in cash and terminate the
            remaining unexercised balance of options initially granted to Mr.
            Markow and Worldwide under the consulting agreement. The Company
            does not expect to enter into any additional consulting agreements
            with Mr. Markow or Worldwide in the future. Mr. Markow and Worldwide
            had exercised a total of 275,000 options valued at $298,750 under
            the former consulting agreement. There are no remaining options
            outstanding related to the former consulting agreement with Mr.
            Markow and Worldwide.

            The fair value of the options granted approximate the value of the
            services provided by Mr. Markow and has been recognized as a
            component of consulting fees in the statements of operations over
            the term of the agreement.

            On July 1, 1998, the Company entered into a consulting agreement
            with Matthias and Berg, LLP (the Firm). The Firm, through its
            partner, Jeffrey Berg, provides the Company with consulting and
            litigation services, including long- term business, managerial and
            financial litigation support; investigating and analysis in
            corporate reorganizations and legal expertise on merger and
            acquisition opportunities. As compensation for services, the Company
            granted the Firm options to purchase up to 100,000 shares of common
            stock, which are the subject of a currently effective registration
            statement, on the following terms and conditions: (i) options to
            purchase up to 100,000 shares of common stock at an exercise price
            of $0.48 per share, exercisable from July 1, 1998. The fair value of
            consulting and litigation services provided by the Firm is being
            recognized as the services are provided. As of December 31, 2000 no
            options have been exercised under the agreement.

                                      F-25


<PAGE>

                     FINITY HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 15:    STOCK PURCHASE AGREEMENT

            On September 16, 1999, pursuant to the terms of an agreement for
            purchase of stock, dated as of September 16, 1999, and as amended as
            of December 31, 1999, by and between the Company and CNG Financial
            Corporation, an Ohio corporation (CNG), CNG purchased 4,000,000
            shares of common stock of the Company for a purchase price of
            $500,000. CNG is a holding company of subsidiaries which provide
            consumer financial services. CNG is based in Mason, Ohio.

            On October 22, 1999, CNG obtained a controlling interest in the
            Company, when pursuant to the terms of the CLCK/CNG stock purchase
            agreement, CNG acquired an additional 20,000,000 shares of common
            stock for a purchase price of $2,500,000. On June 14, 2000 CNG
            elected to convert a convertible promissory note. On June 30, 2000
            CNG surrendered the convertible promissory note to the Company and,
            in exchange the Company issued to CNG 10,000,000 shares of common
            stock based on the outstanding principal balance of $2,000,000
            converted at $0.20 per share. CNG controls in excess of a majority
            of the issued and outstanding voting securities of the Company is
            able to elect all of the directors of the Company and effectively
            control the Company's affairs.

            The CLCK/CNG stock purchase agreement also provides that CNG shall
            be granted a non- qualified stock option to purchase an additional
            10,000,000 shares of common stock for the purchase price of
            $2,000,000. The stock option expired on November 15, 2000 without
            being exercised.

            In connection with the CLCK/CNG stock purchase agreement, the
            Company entered into a stock purchase agreement, dated as of
            September 16, 1999, with Century Financial Group, Inc., a Florida
            corporation (CFG). CFG is an affiliate of two of the Company's
            former principal stockholders, Douglas R. Baetz and Glenn M.
            Gallant. CFG and Messrs. Baetz and Gallant are not affiliated with
            CNG. Under the terms and conditions of the CLCK/Century stock
            purchase agreement, CFG purchased 1,736,512 shares of common stock
            of the Company in consideration of the cancellation of the
            obligation of $434,128 due and payable by the Company to Century.


NOTE 16:    BAYTREE SETTLEMENT

            On June 30, 1998, the Company, Finity, Douglas R. Baetz and Glenn M.
            Gallant filed a complaint in the United States District Court for
            the Southern District of Florida (Case No. 98-6701) against
            Baytree., Michael Gardner (Gardner), certain former officers and
            directors of the Company, and certain other parties. The complaint
            alleged claims against the named defendants, including fraud,
            securities fraud and breach of fiduciary duty, in connection with
            the transactions related to the stock purchase agreement, entered
            into as of September 23, 1997, among the Company, Finity, and
            Messrs. Gallant and Baetz.

                                      F-26


<PAGE>

                     FINITY HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 16:    BAYTREE SETTLEMENT - CONTINUED

            The complaint sought relief against the named defendants, including
            monetary damages relating to improper sales of shares of common
            stock into the public market by the named defendants and the
            cancellation of the shares of common stock issued by the Company to
            Baytree for services rendered for arranging the transactions which
            are the subject of the Stock Purchase Agreement. On September 16,
            1999, Baytree and Gardner filed an answer to the complaint, denying
            the claims and asserting counterclaims against the Company and
            affiliates. On September 29, 1999, the Company, Finity, Douglas R.
            Baetz, Glenn M. Gallant, Baytree and Gardner entered into a
            settlement agreement. Under the terms of the settlement agreement
            each party has agreed to drop the complaints against each of the
            other parties. Additionally, under terms of the settlement agreement
            Baytree/Gardner agreed to sell their holdings of 400,000 restricted
            shares of the Company's common stock to an unaffiliated third party.
            The Company views the settlement as favorable to the interests of
            the Company and other shareholders.


NOTE 17:    IMPAIRMENT OF GOODWILL

            Based on circumstances and events which occurred during the year
            ended December 31, 1999, which includes the termination of the
            master agreement related to the BestBank portfolio (Note 4) and a
            change in control of the Company's principal shareholders (Note 15),
            management of the Company has determined that the significant
            tangible and intangible assets acquired in the purchase of Finity in
            1997, no longer exist or have been fully depreciated and that the
            related goodwill is fully impaired. Accordingly, the balance of
            goodwill was written off at December 31, 1999, resulting in a
            non-recurring charge of $844,066 reflected in the Statement of
            Operations under the caption other expense.


NOTE 18:    AMENDMENT OF CERTIFICATE OF INCORPORATION

            Effective March 1, 2000, FICI amended its certificate of
            incorporation effectively changing its name to Finity Corporation.
            This amendment did not affect current operations of the Company.
            Effective August 9, 2000, Columbia Capital Corp. amended its
            certificate of incorporation effectively changing its name to Finity
            Holdings, Inc. This amendment did not affect current operations of
            the Company.


NOTE 19:    EMPLOYEE BENEFIT PLAN

            The Company and its subsidiaries have an employee benefit plan
            covering substantially all employees. The plan is a qualified salary
            reduction plan under Section 401(k) of the Internal Revenue Code,
            which allows deferral of compensation, effective January 1, 1998.
            Under this plan, the Company's annual contribution is at the
            discretion of the Company's Board of Directors and cannot exceed
            five (5%) of eligible compensation. The Company contributed $0,
            $74,739 and $54,194 to the plan as of December 31, 2000, 1999 and
            1998, respectively.

                                      F-27


<PAGE>

                     FINITY HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 20:    SUBSEQUENT EVENTS

            Subsequent to December 31, 2000, the Company issued various
            unsecured promissory notes, payable on demand at 11.5% interest to
            CNG. These notes amounted to $345,000 at March 30, 2001.

            On July 28, 2000, a class action complaint was filed against the
            Company (formerly known as Columbia Capital Corp.) and Finity
            Corporation (formerly known as First Independent Computers, Corp.)
            under the caption Eric Grant v. Douglas R. Baetz, Glenn M. Gallant,
            Columbia Capital Corp., First Independent Computers Corp., in the
            United States District Court, Southern District of California. The
            complaint was not served on the Company and Finity Corporation until
            January 30, 2001. The complaint purports to be a class action on
            behalf of purchasers of the common stock of the Company from January
            1, 1998 through and including March 13, 2001. The complaint alleges
            (i) violations of the anti-fraud provisions of the Securities
            Exchange Act of 1934, (ii) violations of California securities laws,
            (iii) violations of the Racketeer Influenced Corrupt Organizations
            Act, (iv) fraud, and (v) conspiracy. The Company and Finity
            Corporation believe the complaint is without merit and have
            instructed their counsel to represent their respective interests
            vigorously.

                                      F-28