<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-KSB/A
                                 Amendment No. 1

(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

Transactional Small Business Disclosure Format (Check one): Yes [ ] No [X]

<PAGE>

                                     PART II


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.


                                    PART III

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

         INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS

         The following table sets forth certain information concerning the
current Directors and Executive officers of the Company as of April 30, 2001:

     NAME                             POSITION                          AGE
     ----                             --------                          ---
   Olan Beard            Chief Executive Officer, President             46
                                    and Director
Michael L. Beard          Executive Vice President, Chief               32
                          Financial Officer and Treasurer
Robert M. Feldman                     Director                          68
 Donald L. Thone                      Director                          53
   Jared Davis                        Director                          32
 A. David Davis                       Director                          35
 Allen L. Davis                       Director                          58


         KENNETH A. KLOTZ joined Finity Corporation ("Finity"), in 1994 as
President and Chief Executive Officer. Mr. Klotz became a member of the
Company's Board of Directors on September 23, 1997 and served as the Company's
President and Chief Executive Officer until January 19, 2001, at which time he
took extended medical leave and remains employed by the Company.


                                       1
<PAGE>

         OLAN BEARD joined Finity in 1994 as Senior Vice President of Credit
Card Services and Chief Operations Officer. Mr. Beard became a member of the
Company's Board of Directors on September 23, 1997, and served as the Company's
Senior Vice President and Chief Operations Officer until January 19, 2001 at
which time he was appointed President, Chief Executive Officer. Prior to joining
Finity, Mr. Beard worked in a variety of Texas banks for over twenty years,
gradually ascending the line of command, and serving in key executive positions
for the past sixteen years. Mr. Beard has extensive experience in operations
generally and in credit card operations particularly.

         ROBERT FELDMAN joined the Board of Directors of the Company on June 4,
1998. Mr. Feldman has been the President, Chief Executive Officer and Chairman
of the Board of Directors of Health & Leisure, Inc., a public company, from 1993
to the present. Mr. Feldman acts as a consultant in the health care industry.
Mr. Feldman holds a Bachelors of Science Degree from Ohio State University in
Pharmacy.

         DONALD L. THONE joined the Board of Directors on June 4, 1998. Mr.
Thone was the President and Chief Executive Officer of Synagro Technologies,
Inc. ("Synagro") from January, 1994 until February, 1998, and Chairman of
Synagro from February, 1998 through August, 1998. Mr. Thone is currently a
consultant to Synagro. Mr. Thone has managed numerous companies in the
environmental industry. Mr. Thone holds a Bachelors of Science Degree from
Arkansas Tech. University and a MED degree from Northeastern State.

         JARED A. DAVIS joined the Company as a director on November 16, 1999.
Mr. Davis is President of CNG Financial Corporation ("CNG"). Mr. Davis founded
CNG in 1994 and continues to direct all market research, product development,
new market expansion, and site development for that company. Mr. Davis started
his career at Provident Bank. While at Provident Bank, Mr. Davis worked in the
Collections and Repossessions Division. He left Provident Bank as a teller in
1993 to manage a privately owned savings and loan portfolio, during which time
he began exploring the concept of opening up a deferred deposit business. Mr.
Davis received his B.S. in Economics from the University of Cincinnati in 1992.

         A. DAVID DAVIS joined the Company as a director on November 16, 1999.
Mr. Davis is the Executive Vice President of CNG and oversees store operations,
human resources, the legal operations of CNG and the Arrow Media Group, a
wholly-owned subsidiary of CNG. Mr. Davis was Vice President of Provident Bank
for three years, where he was instrumental in developing the bank's proprietary
family of mutual funds and earned his Series 7 General Securities License, as
well as his Series 24 Principal's License, from the NASD. During that time, Mr.
Davis also served as Vice President and Sales Manager of Provident Securities
and Investment Company, a full service broker dealer. Mr. Davis currently serves
as President and Board Member of the Kentucky Deferred Deposit Association and
as a Board Member of the Wisconsin Deferred Deposit Association, the Indiana
Deferred Deposit Association, and the Ohio Check Cashiers Association. He
received his B.B.A. in Finance from the University of Cincinnati in 1987.

         ALLEN L. DAVIS joined the Company as a director on November 16, 1999.
Mr. Davis has been actively involved in CNG, since his retirement on May 1,
1998, as President and CEO of Provident Financial Group, Inc., a financial
services institution headquartered in Cincinnati, Ohio. He held that position
for fourteen years.

         MICHAEL L. BEARD joined Finity in 1998 as Senior Vice President and
Chief Accounting Officer. Mr. Beard served as the Company's Senior Vice
President and Chief Accounting Officer until January 19, 2001 at which time he
was appointed Executive Vice President, Chief Financial Officer and Treasurer.
Prior to joining Finity, Mr. Beard worked in Public Accounting for a number of
years. Mr. Beard is a CPA and his experience includes financial accounting and
reporting for public companies, internal audit, financial accounting and
reporting for multilevel corporations and financial accounting and reporting for
Banks. Mr. Beard's credentials include certification as a network security
compliance auditor for pin and key management. He received his Associates of
Science Degree in 1990 and his B.B.A. in Finance and Accounting from
Hardin-Simmons University in 1993.

                                       2
<PAGE>

         COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934

         Compliance with Section 16 of the Securities Exchange Act of 1934 (the
"Exchange Act"). Section 16(a) of the Exchange Act requires the Company's
directors, executive officers and beneficial holders of more than 10% of the
Company's Common Stock to file with the Commission initial reports of ownership
and reports of changes in ownership and reports of changes in ownership of such
equity securities of the Company. Based solely upon a review of such forms, or
on written representations from certain reporting persons that no other reports
were required for such persons, the Company believes that all reports required
pursuant to Section 16(a) with respect to its executive officers, directors and
10% beneficial stockholders for the fiscal year ended December 31, 2000 were
timely filed.


ITEM 10. EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE

         The following table sets forth certain information concerning
compensation of certain of the Company's executive officers (the "Named
Executives"), including the Company's Chief Executive Officer and all executive
officers whose total annual salary and bonus exceeded $100,000, for the years
ended December, 2000, 1999 and 1998:

<TABLE>
                                                 Summary Compensation Table
<CAPTION>
                                                                             Long Term Compensation
                                                                        ---------------------------------
                                         Annual Compensation                  Awards             Payouts
                                    ------------------------------      -----------------        -------
                                                            Other                   Securities
                                                            annual    Restricted    Underlying
       Name and                                             Compen-     Stock         Options       LTIP        All other
       Principal                     Salary      Bonus      sation      Awards(s)      /SAR        Payouts     Compensation
       Position           Year         ($)        ($)         ($)         ($)           (#)          ($)            ($)
       --------           ----       -------    -------     -------    -------        -------      -------        -------
<S>                        <C>       <C>          <C>       <C>          <C>          <C>            <C>             <C>
Kenneth A. Klotz (1)       2000      $108,000     -0-         -0-        -0-           50,000        -               -
                           1999      $108,000     -0-         -0-        -0-          150,000        -               -
                           1998       $89,941     -0-       $2,400       -0-           50,000        -               -
</TABLE>

(1) Mr. Klotz was appointed and served as the Company's Chief Executive Officer
on September 23, 1997 through January 19, 2001.


OPTION/SAR GRANTS TABLE DURING LAST FISCAL YEAR

         The following table sets forth certain information concerning grants of
stock options to certain of the Named Executives, for the fiscal year ended
December 31, 2000:

                                       3
<PAGE>

                               Individuals Grants
--------------------------------------------------------------------------------

      (a)              (b)           (c)            (d)             (e)
                    Number of       % of
                    Securities      Total
                    Underlying     Options/
                     Options/        SARs          Exercise
                      SARs         Granted to      Or Base
                     Granted        Employees       Price         Expiration
      Name             (#)       In Fiscal Year    ($/Share)         Date
      ----          ----------   --------------    ---------      ----------

Kenneth A. Klotz (1)  50,000          50%            $0.27         6/20/05

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

         1) Mr. Klotz was granted an option to purchase up to 50,000 shares of
Common Stock at an exercise price of $0.27 per share, or approximately 85% of
the fair market value of the Common Stock, as of such date.


COMPENSATION OF DIRECTORS

         Effective January 1, 2000, those members of the Board of Directors who
are neither employees of the Corporation nor affiliates of CNG Financial
Corporation shall be entitled to receive (i) an annual fee of $10,000 payable
semi-annually, (ii) a fee of $1,000 for each standing committee meeting
attended, and (iii) a fee of $500 per day or each part of a day during which any
member of a special committee shall have devoted time and attention to the
business of that special committee.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
AGREEMENTS

         Olan Beard, the President and Chief Executive Officer of the Company,
has entered into an employment contract with the Company for a five-year term
expiring October 15, 2003. The contract provides for a base salary of $81,500
per year. Although the contract may be terminated by either party upon 90 days
written notice, if the Company terminates the contract for any reason other than
for occurrences of events set forth in the contract, Mr. Beard is entitled to
the receive the unpaid base salary which would otherwise be payable during the
remainder of the term of the contract. The specified grounds for termination
which relieve the Company of the obligation to continue making base compensation
payments are

         o        death, mental of physical incapacity;
         o        loss of legal capacity if covered by the Disability Policy;
         o        failure to devote full time;
         o        willful engaging in dishonesty or other act or omission
                  resulting or intending to result in personal gain at the
                  expense of Finity and to which employee is not legally
                  entitled;
         o        Continued incapacity in excess of 60 days of covered by the
                  Disability Policy;
         o        expiration of term; and o employee's willful and substantial
                  breach.

Except as set forth in employment agreements of certain employees of the Company
and its subsidiaries, the Company has no compensatory plans or arrangements
which relate to the resignation, retirement or any other termination of an
executive officer or key employee with the Company or a change in control of the
Company or a change in such executive officer's or key employee's
responsibilities following a change in control.

                                       4
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         As of April 30, 2001 the Company had issued and outstanding 50,511,512
shares of Common Stock. The following table reflects, as of April 30, 2001 the
beneficial Common Stock ownership of: (a) each director of the Company, (b) each
current named executive officer, (c) each person known by the Company to be a
beneficial owner of five percent (5%) or more of its Common Stock and (d) all
executive officers and directors of the Company as a group:

                                          AMOUNT AND NATURE OF
                                          --------------------
NAME AND ADDRESS OF BENEFICIAL OWNER      BENEFICIAL OWNERSHIP #        PERCENT
------------------------------------      ----------------------        -------

CNG Financial Corporation                      34,000,000(1)              67.3
5155 Financial Way
Mason, Ohio 45040

Allen Davis                                    34,000,000(1)              67.3
5155 Financial Way
Mason, Ohio 45040
                                                                          67.3
Jared Davis                                    34,000,000(1)
5155 Financial Way
Mason, Ohio 45040

A. David Davis                                 34,000,000(1)              67.3
5155 Financial Way
Mason, Ohio 45040

Glenn M. Gallant                                7,085,470(3)                14
3020 N.W. 33rd Avenue
Fort Lauderdale, Florida 33311

Douglas R. Baetz                                7,085,470(3)                14
3020 N.W. 33rd Avenue
Fort Lauderdale, Florida 33311

Kenneth A. Klotz                                  254,949(4)(5)(7)          *
1157 North 5th Street
Abilene, Texas 79601

Olan Beard                                        254,500(4)(5)(7)          *
1157 North 5th Street
Abilene, Texas 79601

Robert M. Feldman                                 169,000(4)(6)(7)          *
2720 Sonata Drive
Columbus, Ohio 43209

Donald L. Thone                                   150,000(4)(6)(7)          *
202 Hickory Creek Lane
Little Rock, Arkansas 72212

All directors and officers as a group          34,828,449                68.95
(8 persons)

                                       5
<PAGE>

----------
         # Pursuant to the rules of the Commission, shares of Common Stock which
an individual or group has a right to acquire within 60 days pursuant to the
exercise of options or warrants are deemed to be outstanding for the purpose of
computing the percentage ownership of such individual or group, but are not
deemed to be outstanding for the purpose of computing the percentage ownership
of any other person shown in the table.

         * Represents less than 1% of the issued and outstanding shares of the
Company.

         (1) 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. Messrs. Jared
Davis, A. David Davis and Allen Davis beneficially own the issued and
outstanding common stock of CNG and are officers and directors of CNG.

         (2) Includes options to acquire 41,667 shares of Common Stock at an
exercise price of $0.40 per share.

         (3) Includes 1,736,512 shares of Common Stock owned by Century, which
is an affiliate of both Messrs. Baetz and Gallant, and options to acquire 33,333
shares of Common Stock at an exercise price of $0.62 per share.

         (4) Includes options to acquire 50,000 shares of Common Stock at an
exercise price of $0.48 per share.

         (5) Includes options to acquire 150,000 shares of Common Stock at an
exercise price of $0.23 per share.

         (6) Includes options to acquire 50,000 shares of Common Stock at an
exercise price of $0.23 per share.

         (7) Includes options to acquire 50,000 shares of Common Stock at an
exercise price of $0.27 per share.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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 April 30, 2001, CNG had 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.

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.

                                       6
<PAGE>

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.

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.

Subsequent to December 31, 2000, the Company issued various additional unsecured
promissory notes, payable on demand at 11.5% interest to CNG. These notes
amounted to $485,000 at April 30, 2001.

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.


                                   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

                                       7
<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,
and Note 12, as to which the date is May 3, 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, August 6, 1999 and June
            20, 2000 the Company granted 316,666, 550,000 and 250,000 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>
            The following table shows the number of options and the exercise
            price for each of the five directors awarded options on June 20,
            2000.

                                            Options vested at  Total Options
                                   Exercise      June 20,       Vested and
                Director            Price         2000          Outstanding
                --------            -----         ----          -----------

            Kenneth A. Klotz        $ .27        50,000           50,000
            Olan Beard              $ .27        50,000           50,000
            Donald Thone            $ .27        50,000           50,000
            Robert Feldman          $ .27        50,000           50,000
            Harvey Wagner           $ .27        50,000           50,000
                                                                ---------
                                                                 250,000
                                                                =========

                                      F-18
<PAGE>
                     FINITY HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 12:    STOCK OPTION PLAN - CONTINUED

            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.

            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 and as of December 31, 2000,
            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