SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933

FINITY HOLDINGS, INC.
- ----------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE
- ----------------------------------------------
(STATE OR OTHER JURISDICTION OF INCORPORATION OR
ORGANIZATION)

11-3210792
- ----------------------------------------------
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)

511 F Street, Ste. 504 San Diego, California 92101
- ----------------------------------------------
(Address of principal executive offices, including zip
code)

619.234.2347
- ----------------------------------------------
(Issuer's telephone number, including area code)

Corporation Service Company, 1013 Centre Road, Wilmington,
DE 19805
- ----------------------------------------------
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

<TABLE>
<CAPTION>
                                        CALCULATION OF
REGISTRATION FEE
================================================================================================================
                                                  Proposed Maximum        Proposed Maximum
Title of Securities              Amount to be     Offering Price per      Aggregate Offering    Amount of
to be Registered                 Registered       Share (1)               Price (1)             Registration Fee
================================================================================================================
<S>                              <C>              <C>                     <C>                    <C>
Common Stock, par value $.001    50,000           $0.05                   $2,500.00              $0.23
per share
================================================================================================================
</TABLE>


(1) Estimated solely for the purpose of calculating the
registration fee, pursuant to Rule 475(c) under the
Securities Act of 1933, as amended, on the basis of the
Registrant's common stock bid price at the time that
compensation to consultants were paid with the registrant's
common stock in lieu of cash payment.

PART 1

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The document containing the terms of sales consulting
services has been approved by the Registrant's officers and
the Board of Directors and is defined in the Registrant's
Board of Directors Resolution. (See Exhibits). In
accordance with the rules and Regulations of the Securities
and Exchange Commission (the "Commission") and the
instructions to Form S-8, such documents are not being
filed with the Commission either in part of this
Registration Statement or as Prospectuses or Supplements
pursuant to Rule 424 under the Securities Act.

PART II

Item 3. Incorporation of Documents By Reference

The documents listed in (a) through (b) below had been
filed by Registrant with the Commission and are
incorporated herein by reference.

(a) The registrant's Annual Report on Form 10K-SB for the
year ended December 31, 2000.

(b) The Registrant's 10Q-SB quarterly reports for the
quarters ending March 31, 2001, June 30, 2001, and
September 30, 2001.

(c) All (if any) reports filed by the registrant pursuant
to Section 13 (a) and 15 (d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").

All documents subsequently filed by the Registrant pursuant
to Section 13 (a), 13 (c), 14 and 15 of the Securities
Exchange Act of 1934, the "Exchange Act") prior to the
filing of a post-effective amendment which will indicate
that all securities hereby have been sold, or which de-
registers securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of
such documents.

Item 4. Description of Securities

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable

Item 6. Indemnification Of Officers and Directors.

As permitted by the Delaware General Corporation Law
("DGCL"), a corporation shall, to the fullest extent
permitted by the DGCL, indemnify and director, officer,
employee or agent against expense (including attorneys'
fees), judgments, fines, and amounts paid in settlement in
connection with any specified threatened, pending or
completed action, suit or proceeding, whether civil
criminal, administrative or investigative (other than an
action by or in the right of the corporation) is such
person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any
criminal proceeding, had no reasonable cause to believe
that his or her conduct was unlawful.

Article Seventh of the Registrant's Certificate of
Incorporation, as amended, provides for indemnification of
directors and officers of the Registrant to the fullest
extent permitted by DGCL.

Item 7. Exemption From Registration Claimed.

The Shares are to be issued for advisory services rendered.
These sales are made in reliance on the exemption from the
registration requirements of the Securities Act of 1933, as
amended, contained in Section 4(2) thereof, covering
transactions not involving any public offering or not
involving any "offer" or "sale".

Item 8. Exhibits.

ITEM
NO.      DESCRIPTION.

4.1      AGREEMENT FOR DIRECTOR'S SERVICES BY AND
         BETWEEN MICHAEL SPADACCINI AND FINITY
         HOLDINGS, INC.

4.2      DIRECTOR'S RESOLUTION

5.1      Opinion of Michael D. Spadaccini, Esq.
         regarding legality of the Common Stock
         being registered

23.1     Consent of Davis & Kinard to utilize
         independent auditor's report dated
         February 5, 2001.




Item 9. Undertakings.

(1) The undersigned Registrant hereby undertakes:

(a) to file, during any period in which offers or sale are
made, a post-effective amendment of this Registration
Statement to include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement

(b) That for the purpose of determining any liability under
the Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be initial bona
fide offering thereof

(c) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

(2) The undersigned Registrant hereby undertakes that, for
the purposes of determining any liability under the Act,
each filing of the registrants annual report pursuant to
Section 13 (a) or Section 15 (d) of the Exchange Act that
is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) In so far as indemnification for liabilities arising
under the Securities Act may be permitted to directors and
officers or controlling persons of the Registrant, pursuant
to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act, and therefore
may be unenforceable, In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant
in the successful defense of an action, suit or proceeding
is asserted by such director, officer or controlling person
in connection with the securities being registered
hereunder, the registrant will, unless in the opinion of
its counsel, the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against
public policy as express in the Securities Act and will be
governed by the final adjudication of such issue.

SIGNATURE

Pursuant to the Requirements of the Securities Act of 1933,
as amended, the Registration certifies that it has
reasonable grounds to believe that it meets all the
requirements for filing on S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the city of
Berkeley, California on February 8, 2002.

Finity Holdings, Inc.

/s/ Gary K. Jennings
________________________________
By: Gary K. Jennings, President



EXHIBITS
- ---------------------------------------------------
Exhibit 4.1: AGREEMENT FOR DIRECTOR'S SERVICES BY AND
BETWEEN MICHAEL SPADACCINI AND FINITY HOLDINGS, INC.

AGREEMENT FOR DIRECTOR'S SERVICES BY AND BETWEEN MICHAEL
SPADACCINI AND FINITY HOLDINGS, INC.

This Agreement is made and entered into on or about January
15, 2002, and shall become effective as of December 15,
2001 (the "Effective Date"), by and between Finity
Holdings, Inc., a Delaware corporation ("Company") and
Michael Spadaccini ("Director").

THE PARTIES AGREE AS FOLLOWS:
1. Retention of Director/ Performance of Services. Company
hereby retains Director to provide the services described
on EXHIBIT A (the "Services"), and Director hereby agrees
to use his best efforts to provide the Services, in
accordance with EXHIBIT A. Director shall not allow any
other person or entity to perform any of the Services for
or instead of Director. Director shall comply with the
statutes, rules, regulations and orders of any governmental
or quasi-governmental authority, applicable to the
performance of the Services.
2. Compensation. In exchange for Company's retention of
Director, the Company agrees to grant to Director fifty
thousand (50,000) shares of the Company's Common Stock, to
be registered on Form S-8.
3. Expenses. Unless otherwise specifically authorized by a
Company purchase order, Director shall be responsible for
paying all of his expenses related to the provision of
Services.
4. Term. This Agreement shall begin with the Effective Date
and shall continue until June 30, 2002.
5. Removal by Shareholders. At any time, Director may be
removed as Director by the shareholders of the Company at a
regular or special meeting. This Agreement shall terminate
automatically upon any such vote by the shareholders to
remove Director as a Company director. This Agreement is at
the will of both parties, and either party may terminate
the Agreement at any time with or without cause. Both
parties waive any and all causes of action arising directly
from the termination of the Agreement.
6. Conflicting Obligations and Confidentiality. Except as
specifically disclosed herein, Director has no outstanding
agreement or obligation, and will not enter into any
agreement or obligation, that is in conflict with any of
the provisions of this Agreement or that would preclude
Director from fully complying with all of Director's
obligations under this Agreement.
7. Further Assurances. Each party shall perform any and all
further acts and execute and deliver any documents which
are reasonably necessary to carry out the intent of this
Agreement.
8. Notices. All notices or other communications required or
permitted by this Agreement or by law shall be in writing
and shall be deemed duly served and given when delivered
personally or by facsimile, air courier, certified mail
(return receipt requested), postage and fees prepaid, to
the party at the address indicated in the signature block
or at such other address as a party may request in writing.
9. Arbitration. Any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, shall be
settled by binding arbitration administered by the American
Arbitration Association in accordance with its Commercial
Arbitration Rules, and judgment on the award rendered by
the arbitrator(s) may be entered in any court having
jurisdiction thereof.
10. Governing Law, Jurisdiction, and Venue. This Agreement
shall be governed and interpreted in accordance with the
laws of the State of California. Subject to the immediately
preceding paragraph, each party hereby consents to
jurisdiction of and venue in the county where the Company
maintains its principal place of business.
11. Entire Agreement/ Modification. This Agreement sets
forth the entire agreement between the parties pertaining
to the subject matter hereof and supersedes all prior
written agreements, and all prior or contemporaneous oral
agreements and understandings, express or implied. No
modification to this Agreement, nor any waiver of any
rights, shall be effective unless assented to in writing by
the party to be charged, and the waiver of any breach or
default shall not constitute a waiver of any other right or
any subsequent breach or default.
12. Assignment. The rights contained in this Agreement are
of a unique character and may not be assigned in whole or
in part by either party without the prior written consent
of the other party; provided, however, that Company shall
be entitled to assign this Agreement to a successor to all
or substantially all of its assets, whether by sale,
merger, or otherwise.
13. Severability. If any of the provisions of this
Agreement are determined to be invalid or unenforceable,
the remaining provisions shall be deemed severable and
shall continue in full force and effect to the extent the
economic benefits conferred upon the parties by this
Agreement remain substantially unimpaired.
14. Attorneys' Fees. Should any litigation be commenced
between the parties concerning the rights or obligations of
the parties under this Agreement, the party prevailing in
such litigation shall be entitled, in addition to such
other relief as may be granted, to a reasonable sum as and
for its attorneys' fees in such litigation. This amount
shall be determined by the court in such litigation or in a
separate action brought for that purpose. In addition to
any amount received as attorneys' fees, the prevailing
party also shall be entitled to receive from the party held
to be liable, an amount equal to the attorneys' fees and
costs incurred in enforcing any judgment against such
party. This Section is severable from the other provisions
of this Agreement and survives any judgment and is not
deemed merged into any judgment.
15. Construction. The headings of this Agreement are for
convenience only and are not to be considered in construing
this Agreement. The language of this Agreement shall be
construed according to its fair meaning and not strictly
for or against any party.16. Counterparts. This Agreement
may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement as of the date first written above.


Company:
Finity Holdings, Inc.,

By: /s/ Gary K. Jennings
________________________
Gary K. Jennings, President


Director:

By: /s/ Michael Spadaccini
________________________
Michael Spadaccini

EXHIBIT A DESCRIPTION OF SERVICES
Responsibilities As Director. Director shall have all
responsibilities of a Director of the Company imposed by
Delaware or applicable law, the Articles of Incorporation
and Bylaws of the Company. These responsibilities shall
include, but shall not be limited to, the following:
1. Director shall use his best efforts to attend scheduled
meetings of the Company's Board of Directors, as well as
meetings of the Company's shareholders;
2. Director shall participate as a full voting member of
the Company's Board of Directors and shall assist in
setting overall objectives, approving plans and programs of
operation, shall advise on matters of mergers,
acquisitions, consolidations, financing, and shall advise
on and assist with formulating general operating policies.
3. Director shall offer advice and counsel to the other
members of the Board of Directors, to the Company's
Officers and Employees.
4. Director shall serve on Board Committees, as they may
from time to time be formed by the Board.
5. Director shall, if requested, review management
performance, and report to the Board of Directors or
Officers of the Company.


- --------------------------------------------
Exhibit 4.2 Director's Resolution

WRITTEN CONSENT OF THE DIRECTORS OF FINITY HOLDINGS, INC.

The undersigned, who constitute the entire Board of
Directors of Finity Holdings, Inc., a Delaware corporation
(the "Corporation"), acting pursuant to its Bylaws, and
pursuant to Section 141(f) of the General Corporation Law
of the State of Delaware, hereby adopt and approve the
recitals and resolutions set forth below, which shall have
the same force and effect as if adopted and approved at a
duly held meeting.

Whereas the Board Of directors has determined that it is in
the best interest of the Corporation and its shareholders
to adopt the following:

RESOLVED, that the Directors, upon consultation with its
creditors, attorneys, officers, and former directors, have
deemed it advisable to issue shares of its voting common
stock (the "Shares") to directors, officers and outside
consultants in lieu of cash and in some cases, in lieu of
options to which the receipients are entitled. Thus, Shares
shall be issued to the natural persons named below, in lieu
of cash or in lieu of stock options as the case may be, in
the amounts and in compensation for the services as
indicated. The Shares shall be registered on Form S-8 to be
filed with The Securities and Exchange Commission.

RESOLVED, that Michael Spadaccini, 731 9th Avenue, Suite E,
San Diego, CA 92101, shall receive 50,000 shares of the
Corporation's Common Stock in exchange for services as
Director the Corporation for the period of December 15,
2001 to June 30, 2002, and the Agreement for Director's
Services is hereby approved..

RESOLVED, that the effective date of the issuance of the
shares shall be January 16, 2002.

RESOLVED, that Michael Spadaccini, acting as corporate
counsel to the Corporation is hereby directed to draft and
file a Registration Statement with the U.S. Securities and
Exchange Commission on Form S-8 to secure registration of
the shares.

RESOLVED, that the transfer agent of the corporation is
hereby directed to issue certificates representing the
shares to each of the above-named persons in the amounts
noted, and that such shares shall be issued without any
restrictive legend.

The undersigned direct that this consent be filed with the
minutes of the proceedings of the Board Of Directors of the
Corporation.


/s/ Gary K. Jennings
_____________________________
Gary K. Jennings


/s/ Michael Spadaccini
_____________________________
Michael Spadaccini, Director




- ----------------------------------------------
Exhibit 5.1 Opinion of Michael D. Spadaccini, Esq.
regarding legality of the Common Stock being registered.

Law Office of Michael Spadaccini
731 9th Avenue, Suite E
San Diego, CA 92101
619.501.3825
fax: 419.735.2386

January 16, 2001

Finity Holdings, Inc.
c/o Gary K. Jennings
Berkeley, CA

Re: Registration Statement on Form S-8 of Shares of Common
Stock, par value $.001 per share, of Finity Holdings, Inc.

Dear Mr. Jennings,

I have acted as counsel to Finity Holdings, Inc. (the
"Company") in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended
("the Act"), which you are filing with the Securities and
Exchange Commission with respect to up to 1,000,000
additional shares of Common Stock, par value $.001 per
share, which may be issued pursuant to a resolution of the
Board of Directors authorizing such issuance for the
purpose of the compensation of Directors, Officers, and
outside consultants.

I have examined the Registration Statement and such
documents and records of the Company, as I have deemed
relevant and necessary for the purpose of this opinion. In
giving this opinion, I am assuming the authenticity of all
instruments presented to me as originals, the conformity
with originals of all instruments presented to me as copies
and the genuineness of all signatures.

Based upon and subject to the foregoing, I am of the
opinion that any shares that may be issued pursuant to the
plan have been duly authorized and that, upon the due
execution by the Company and the registration by its
registrar of such shares, the sale thereof by the Company
in accordance with the terms of the plan and the receipt of
consideration therefor in accordance with the terms of the
plan, such shares will be validly issued, fully paid and
nonassessable.

I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving such
consent, I do not admit that I am in the category of
persons whose consent is required under Section 7 of the
Act.

Very truly yours,

/s/ Michael Spadaccini


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

Exhibit 23.1 Consent of Davis & Kinard to utilize
independent auditor's report dated February 5, 2001.

We consent to the use in this Registration Statement on
Form S-8, of our report dated February 5, 2001 relating to
the balance sheet of Finity Holdings, Inc. as of December
31, 2000 and the related statements of operations, changes
in stockholders' equity and cash flows for the years ended
December 31, 2000 and 1999.

/s/ Scott McDonald
__________________________
Scott McDonald for Davis & Kinard
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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933

FINITY HOLDINGS, INC.
- ----------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE
- ----------------------------------------------
(STATE OR OTHER JURISDICTION OF INCORPORATION OR
ORGANIZATION)

11-3210792
- ----------------------------------------------
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)

511 F Street, Ste. 504 San Diego, California 92101
- ----------------------------------------------
(Address of principal executive offices, including zip
code)

619.234.2347
- ----------------------------------------------
(Issuer's telephone number, including area code)

Corporation Service Company, 1013 Centre Road, Wilmington,
DE 19805
- ----------------------------------------------
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF
REGISTRATION FEE
================================================================================================================
                                                  Proposed Maximum        Proposed Maximum
Title of Securities              Amount to be     Offering Price per      Aggregate Offering    Amount of
to be Registered                 Registered       Share (1)               Price (1)             Registration Fee
================================================================================================================
Common Stock, par value $.001    50,000           $0.05                   $2,500.00              $0.23
per share
================================================================================================================
(1) Estimated solely for the purpose of calculating the
registration fee, pursuant to Rule 475(c) under the
Securities Act of 1933, as amended, on the basis of the
Registrant's common stock bid price at the time that
compensation to consultants were paid with the registrant's
common stock in lieu of cash payment.

PART 1

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The document containing the terms of sales consulting
services has been approved by the Registrant's officers and
the Board of Directors and is defined in the Registrant's
Board of Directors Resolution. (See Exhibits). In
accordance with the rules and Regulations of the Securities
and Exchange Commission (the "Commission") and the
instructions to Form S-8, such documents are not being
filed with the Commission either in part of this
Registration Statement or as Prospectuses or Supplements
pursuant to Rule 424 under the Securities Act.

PART II

Item 3. Incorporation of Documents By Reference

The documents listed in (a) through (b) below had been
filed by Registrant with the Commission and are
incorporated herein by reference.

(a) The registrant's Annual Report on Form 10K-SB for the
year ended December 31, 2000.

(b) The Registrant's 10Q-SB quarterly reports for the
quarters ending March 31, 2001, June 30, 2001, and
September 30, 2001.

(c) All (if any) reports filed by the registrant pursuant
to Section 13 (a) and 15 (d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").

All documents subsequently filed by the Registrant pursuant
to Section 13 (a), 13 (c), 14 and 15 of the Securities
Exchange Act of 1934, the "Exchange Act") prior to the
filing of a post-effective amendment which will indicate
that all securities hereby have been sold, or which de-
registers securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of
such documents.

Item 4. Description of Securities

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable

Item 6. Indemnification Of Officers and Directors.

As permitted by the Delaware General Corporation Law
("DGCL"), a corporation shall, to the fullest extent
permitted by the DGCL, indemnify and director, officer,
employee or agent against expense (including attorneys'
fees), judgments, fines, and amounts paid in settlement in
connection with any specified threatened, pending or
completed action, suit or proceeding, whether civil
criminal, administrative or investigative (other than an
action by or in the right of the corporation) is such
person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any
criminal proceeding, had no reasonable cause to believe
that his or her conduct was unlawful.

Article Seventh of the Registrant's Certificate of
Incorporation, as amended, provides for indemnification of
directors and officers of the Registrant to the fullest
extent permitted by DGCL.

Item 7. Exemption From Registration Claimed.

The Shares are to be issued for advisory services rendered.
These sales are made in reliance on the exemption from the
registration requirements of the Securities Act of 1933, as
amended, contained in Section 4(2) thereof, covering
transactions not involving any public offering or not
involving any "offer" or "sale".

Item 8. Exhibits.

ITEM
NO.      DESCRIPTION.

4.1      AGREEMENT FOR DIRECTOR'S SERVICES BY AND
         BETWEEN MICHAEL SPADACCINI AND FINITY
         HOLDINGS, INC.

4.2      DIRECTOR'S RESOLUTION

5.1      Opinion of Michael D. Spadaccini, Esq.
         regarding legality of the Common Stock
         being registered

23.1     Consent of Davis & Kinard to utilize
         independent auditor's report dated
         February 5, 2001.

Item 9. Undertakings.

(1) The undersigned Registrant hereby undertakes:

(a) to file, during any period in which offers or sale are
made, a post-effective amendment of this Registration
Statement to include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement

(b) That for the purpose of determining any liability under
the Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be initial bona
fide offering thereof

(c) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

(2) The undersigned Registrant hereby undertakes that, for
the purposes of determining any liability under the Act,
each filing of the registrants annual report pursuant to
Section 13 (a) or Section 15 (d) of the Exchange Act that
is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) In so far as indemnification for liabilities arising
under the Securities Act may be permitted to directors and
officers or controlling persons of the Registrant, pursuant
to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act, and therefore
may be unenforceable, In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant
in the successful defense of an action, suit or proceeding
is asserted by such director, officer or controlling person
in connection with the securities being registered
hereunder, the registrant will, unless in the opinion of
its counsel, the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against
public policy as express in the Securities Act and will be
governed by the final adjudication of such issue.

SIGNATURE

Pursuant to the Requirements of the Securities Act of 1933,
as amended, the Registration certifies that it has
reasonable grounds to believe that it meets all the
requirements for filing on S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the city of
Berkeley, California on February 8, 2002.

Finity Holdings, Inc.

/s/ Gary K. Jennings
________________________________
By: Gary K. Jennings, President

EXHIBITS
- ---------------------------------------------------
Exhibit 4.1: AGREEMENT FOR DIRECTOR'S SERVICES BY AND
BETWEEN MICHAEL SPADACCINI AND FINITY HOLDINGS, INC.

AGREEMENT FOR DIRECTOR'S SERVICES BY AND BETWEEN MICHAEL
SPADACCINI AND FINITY HOLDINGS, INC.

This Agreement is made and entered into on or about January
15, 2002, and shall become effective as of December 15,
2001 (the "Effective Date"), by and between Finity
Holdings, Inc., a Delaware corporation ("Company") and
Michael Spadaccini ("Director").

THE PARTIES AGREE AS FOLLOWS:
1. Retention of Director/ Performance of Services. Company
hereby retains Director to provide the services described
on EXHIBIT A (the "Services"), and Director hereby agrees
to use his best efforts to provide the Services, in
accordance with EXHIBIT A. Director shall not allow any
other person or entity to perform any of the Services for
or instead of Director. Director shall comply with the
statutes, rules, regulations and orders of any governmental
or quasi-governmental authority, applicable to the
performance of the Services.
2. Compensation. In exchange for Company's retention of
Director, the Company agrees to grant to Director fifty
thousand (50,000) shares of the Company's Common Stock, to
be registered on Form S-8.
3. Expenses. Unless otherwise specifically authorized by a
Company purchase order, Director shall be responsible for
paying all of his expenses related to the provision of
Services.
4. Term. This Agreement shall begin with the Effective Date
and shall continue until June 30, 2002.
5. Removal by Shareholders. At any time, Director may be
removed as Director by the shareholders of the Company at a
regular or special meeting. This Agreement shall terminate
automatically upon any such vote by the shareholders to
remove Director as a Company director. This Agreement is at
the will of both parties, and either party may terminate
the Agreement at any time with or without cause. Both
parties waive any and all causes of action arising directly
from the termination of the Agreement.
6. Conflicting Obligations and Confidentiality. Except as
specifically disclosed herein, Director has no outstanding
agreement or obligation, and will not enter into any
agreement or obligation, that is in conflict with any of
the provisions of this Agreement or that would preclude
Director from fully complying with all of Director's
obligations under this Agreement.
7. Further Assurances. Each party shall perform any and all
further acts and execute and deliver any documents which
are reasonably necessary to carry out the intent of this
Agreement.
8. Notices. All notices or other communications required or
permitted by this Agreement or by law shall be in writing
and shall be deemed duly served and given when delivered
personally or by facsimile, air courier, certified mail
(return receipt requested), postage and fees prepaid, to
the party at the address indicated in the signature block
or at such other address as a party may request in writing.
9. Arbitration. Any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, shall be
settled by binding arbitration administered by the American
Arbitration Association in accordance with its Commercial
Arbitration Rules, and judgment on the award rendered by
the arbitrator(s) may be entered in any court having
jurisdiction thereof.
10. Governing Law, Jurisdiction, and Venue. This Agreement
shall be governed and interpreted in accordance with the
laws of the State of California. Subject to the immediately
preceding paragraph, each party hereby consents to
jurisdiction of and venue in the county where the Company
maintains its principal place of business.
11. Entire Agreement/ Modification. This Agreement sets
forth the entire agreement between the parties pertaining
to the subject matter hereof and supersedes all prior
written agreements, and all prior or contemporaneous oral
agreements and understandings, express or implied. No
modification to this Agreement, nor any waiver of any
rights, shall be effective unless assented to in writing by
the party to be charged, and the waiver of any breach or
default shall not constitute a waiver of any other right or
any subsequent breach or default.
12. Assignment. The rights contained in this Agreement are
of a unique character and may not be assigned in whole or
in part by either party without the prior written consent
of the other party; provided, however, that Company shall
be entitled to assign this Agreement to a successor to all
or substantially all of its assets, whether by sale,
merger, or otherwise.
13. Severability. If any of the provisions of this
Agreement are determined to be invalid or unenforceable,
the remaining provisions shall be deemed severable and
shall continue in full force and effect to the extent the
economic benefits conferred upon the parties by this
Agreement remain substantially unimpaired.
14. Attorneys' Fees. Should any litigation be commenced
between the parties concerning the rights or obligations of
the parties under this Agreement, the party prevailing in
such litigation shall be entitled, in addition to such
other relief as may be granted, to a reasonable sum as and
for its attorneys' fees in such litigation. This amount
shall be determined by the court in such litigation or in a
separate action brought for that purpose. In addition to
any amount received as attorneys' fees, the prevailing
party also shall be entitled to receive from the party held
to be liable, an amount equal to the attorneys' fees and
costs incurred in enforcing any judgment against such
party. This Section is severable from the other provisions
of this Agreement and survives any judgment and is not
deemed merged into any judgment.
15. Construction. The headings of this Agreement are for
convenience only and are not to be considered in construing
this Agreement. The language of this Agreement shall be
construed according to its fair meaning and not strictly
for or against any party.16. Counterparts. This Agreement
may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement as of the date first written above.

Company:
Finity Holdings, Inc.,

By: /s/ Gary K. Jennings
________________________
Gary K. Jennings, President

Director:

By: /s/ Michael Spadaccini
________________________
Michael Spadaccini

EXHIBIT A DESCRIPTION OF SERVICES
Responsibilities As Director. Director shall have all
responsibilities of a Director of the Company imposed by
Delaware or applicable law, the Articles of Incorporation
and Bylaws of the Company. These responsibilities shall
include, but shall not be limited to, the following:
1. Director shall use his best efforts to attend scheduled
meetings of the Company's Board of Directors, as well as
meetings of the Company's shareholders;
2. Director shall participate as a full voting member of
the Company's Board of Directors and shall assist in
setting overall objectives, approving plans and programs of
operation, shall advise on matters of mergers,
acquisitions, consolidations, financing, and shall advise
on and assist with formulating general operating policies.
3. Director shall offer advice and counsel to the other
members of the Board of Directors, to the Company's
Officers and Employees.
4. Director shall serve on Board Committees, as they may
from time to time be formed by the Board.
5. Director shall, if requested, review management
performance, and report to the Board of Directors or
Officers of the Company.

- --------------------------------------------
Exhibit 4.2 Director's Resolution

WRITTEN CONSENT OF THE DIRECTORS OF FINITY HOLDINGS, INC.

The undersigned, who constitute the entire Board of
Directors of Finity Holdings, Inc., a Delaware corporation
(the "Corporation"), acting pursuant to its Bylaws, and
pursuant to Section 141(f) of the General Corporation Law
of the State of Delaware, hereby adopt and approve the
recitals and resolutions set forth below, which shall have
the same force and effect as if adopted and approved at a
duly held meeting.

Whereas the Board Of directors has determined that it is in
the best interest of the Corporation and its shareholders
to adopt the following:

RESOLVED, that the Directors, upon consultation with its
creditors, attorneys, officers, and former directors, have
deemed it advisable to issue shares of its voting common
stock (the "Shares") to directors, officers and outside
consultants in lieu of cash and in some cases, in lieu of
options to which the receipients are entitled. Thus, Shares
shall be issued to the natural persons named below, in lieu
of cash or in lieu of stock options as the case may be, in
the amounts and in compensation for the services as
indicated. The Shares shall be registered on Form S-8 to be
filed with The Securities and Exchange Commission.

RESOLVED, that Michael Spadaccini, 731 9th Avenue, Suite E,
San Diego, CA 92101, shall receive 50,000 shares of the
Corporation's Common Stock in exchange for services as
Director the Corporation for the period of December 15,
2001 to June 30, 2002, and the Agreement for Director's
Services is hereby approved..

RESOLVED, that the effective date of the issuance of the
shares shall be January 16, 2002.

RESOLVED, that Michael Spadaccini, acting as corporate
counsel to the Corporation is hereby directed to draft and
file a Registration Statement with the U.S. Securities and
Exchange Commission on Form S-8 to secure registration of
the shares.

RESOLVED, that the transfer agent of the corporation is
hereby directed to issue certificates representing the
shares to each of the above-named persons in the amounts
noted, and that such shares shall be issued without any
restrictive legend.

The undersigned direct that this consent be filed with the
minutes of the proceedings of the Board Of Directors of the
Corporation.

/s/ Gary K. Jennings
_____________________________
Gary K. Jennings

/s/ Michael Spadaccini
_____________________________
Michael Spadaccini, Director

- ----------------------------------------------
Exhibit 5.1 Opinion of Michael D. Spadaccini, Esq.
regarding legality of the Common Stock being registered.

Law Office of Michael Spadaccini
731 9th Avenue, Suite E
San Diego, CA 92101
619.501.3825
fax: 419.735.2386

January 16, 2001

Finity Holdings, Inc.
c/o Gary K. Jennings
Berkeley, CA

Re: Registration Statement on Form S-8 of Shares of Common
Stock, par value $.001 per share, of Finity Holdings, Inc.

Dear Mr. Jennings,

I have acted as counsel to Finity Holdings, Inc. (the
"Company") in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended
("the Act"), which you are filing with the Securities and
Exchange Commission with respect to up to 1,000,000
additional shares of Common Stock, par value $.001 per
share, which may be issued pursuant to a resolution of the
Board of Directors authorizing such issuance for the
purpose of the compensation of Directors, Officers, and
outside consultants.

I have examined the Registration Statement and such
documents and records of the Company, as I have deemed
relevant and necessary for the purpose of this opinion. In
giving this opinion, I am assuming the authenticity of all
instruments presented to me as originals, the conformity
with originals of all instruments presented to me as copies
and the genuineness of all signatures.

Based upon and subject to the foregoing, I am of the
opinion that any shares that may be issued pursuant to the
plan have been duly authorized and that, upon the due
execution by the Company and the registration by its
registrar of such shares, the sale thereof by the Company
in accordance with the terms of the plan and the receipt of
consideration therefor in accordance with the terms of the
plan, such shares will be validly issued, fully paid and
nonassessable.

I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving such
consent, I do not admit that I am in the category of
persons whose consent is required under Section 7 of the
Act.

Very truly yours,

/s/ Michael Spadaccini

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

Exhibit 23.1 Consent of Davis & Kinard to utilize
independent auditor's report dated February 5, 2001.

We consent to the use in this Registration Statement on
Form S-8, of our report dated February 5, 2001 relating to
the balance sheet of Finity Holdings, Inc. as of December
31, 2000 and the related statements of operations, changes
in stockholders' equity and cash flows for the years ended
December 31, 2000 and 1999.

/s/ Scott McDonald
__________________________
Scott McDonald for Davis & Kinard