UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                   FORM 10-KSB

 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1999


                                 FIRSTCAI, INC.
                       -----------------------------------
                       (Name of Small Business Registrant)


                             Commission File Number
                             ----------------------
                                     0 27891

        Nevada                                         86-0965901
------------------------                ----------------------------------------
(State of Incorporation)                (I.R.S. Employer Identification Number.)


            4300 North Miller Rd. Suite 120 Scottsdale, Arizona 85251
           -----------------------------------------------------------
           (Address of Principal Executive Offices Including Zip Code)



                                 (480) 421-2882
                         (Registrants Telephone Number)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

                               Common Stock $.0001
                                    par value
                                ----------------
                                (Title of Class)

     Check whether the registrant (1) filed all reports  required to be filed by
Section  13 or 15(d) of the  Exchange  Act  during  the past 12 months  (or such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to filing requirements for the past 90 days. [X] YES [ ] NO

The registrant's revenues for its most recent fiscal year were $ 0

     Number of shares outstanding of each of the registrant's  classes of common
equity, (par value $.0001) as of March 31, 2000 is 5,040,000.

     The following  documents  are herein  incorporated  by reference:  (1) Form
10SB12G  filed on November 1, 1999 (file No. 0 27891) and NT 10-K filed on March
31, 2000, are incorporated in Part III 13(a).  (2). The controlling  shareholder
filed Schedule 13 G ON March 31,2000 which is incorporated by reference.

     Transitional Small Business Disclosure Format: [ ] Yes  [X] No
<PAGE>
                                 FIRSTCAI, INC.

                                      INDEX

                                                                            Page
                                                                            ----

                                     PART I

ITEM 1.   DESCRIPTION OF BUSINESS                                              2
            BUSINESS DEVELOPMENT                                               2
            BUSINESS                                                           3
            PATENTS                                                            4
ITEM 2.   DESCRIPTION OF PROPERTY                                              5
ITEM 3.   LEGAL PROCEEDINGS                                                    5
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                  5

                                    PART II

ITEM 5.   MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED
            STOCKHOLDER MATTERS                                                5
ITEM 6.   MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION
ITEM 7.   FINANCIAL STATEMENTS                                                 7
ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL MATTERS                                   9

                                    PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT                  9
ITEM 10   EXECUTIVE COMPENSATION                                              10
ITEM 11   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT                                                        10
ITEM 12   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                      11
ITEM 13   EXHIBITS AND REPORTS ON FORM 8-K                                    11
<PAGE>
                                     PART I


ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

         Firstcai, Inc., was incorporated in The State of Nevada on September 3,
1999. Its purpose is to engage in any lawful corporate activity,  which includes
mergers and  acquisitions.  The registrant is in a development  stage and has no
operations to date other than issuing of shares to the original shareholders. It
was  formed to  provide a method for a private  domestic  or foreign  company to
become a public  reporting  company thereby causing their shares to be qualified
to trade in the domestic secondary markets.

         There have been no bankruptcy,  receivership  or similar  proceeding in
the Company's history.

         There has been no material  reclassification or merger in the Company's
short history.

         The registrant will attempt to locate another  business for the purpose
of merging  that company into the  registrant.  It is possible  that the company
will  become a  wholly  owned  subsidiary  of the  registrant  or it may sell or
transfer assets into the registrant and not merge. The registrant is not able to
know if it will be successful in locating and merging with or acquiring  another
entity.

         There are certain benefits to being a reporting company with a publicly
traded class of stock. They are perceived as follows:

          *    increased ability to raise capital

          *    enhanced  visibility  in  the  financial  community  particularly
               helpful to raise debt if needed

          *    presence in the capital markets of the United States

          *    ability to use registered  securities to acquire other  companies
               and or their assets

          *    improved competitive position

          *    increased corporate prestige

          *    key employees compensation through stock options

          *    shareholder liquidity and corporate valuation

         An entity may be  interested  in merging with the  registrant  if it is
interested in using public securities to make acquisitions of other companies or
one that is interested in becoming  public without  substantial  dilution of its
stock.  Other targeted companies may be those which have not been able to locate
an underwriter  with  acceptable  terms;  one that feels it can raise capital on
more favorable  terms as a public entity or a foreign company seeking entry into
the United States stock markets.

                                       2
<PAGE>
         The  Company's   business  has  numerous   associated  risks  such  as;
competition, no operating history, lack of any agreements with possible targeted
companies,   management  control,  lack  of  market  research,  stock  dilution,
taxation,  target  company's  need for audited  financial and possible  computer
problems.

         The business of seeking mergers with other companies or acquiring other
companies is highly  competitive.  There are many large corporations and venture
capital  firms that seek other  entities  with which to merge or acquire.  These
corporations  and venture  capital firms are better financed than the registrant
and have more expertise in the field of mergers and acquisitions. The registrant
will not be a significant competitor in this field.

BUSINESS

         The  registrant  is without  operating  history.  It has no revenue and
limited assets. The Company will in all likelihood operate at a loss and will be
unable to reverse that situation until a merger or acquisition occurs.  There is
no  targeted  company  nor any  assurance  the  company  will be able to close a
business transaction needed to reverse its anticipated losses.

         The  registrant  has no current  agreement  with respect to a merger or
acquisition with a targeted company. There is no assurance that the Company will
be successful in its plan to merge or acquire another entity.  There has been no
industry  identification  by  management  nor has there  been a  business  model
established consisting of the required operating history, assets and revenues of
a target  company.  Therefore,  the registrant may enter into an agreement which
may  result  in a  business  combination  with  an  entity  without  significant
operating  history,  revenues or assets  precluding  the  potential  for current
earnings or increased net worth.

         The management of the registrant  consists of its only officer. He will
devote a portion of his time to the business of the Company attempting to locate
and close with a potential targeted company.  There is neither compensation paid
nor an agreement  to enter into such a contract in the future.  The loss of this
individual  could adversely  affect the Company's  development and its continued
operations.

         The Company has performed  limited  research in an attempt to determine
whether demand exists for these types of transactions.  Even if further research
determines  that the demand does in fact exist,  there is no assurance  that the
registrant will be able to conclude a transaction.

         The successful conclusion of an acquisition or merger by the registrant
will probably  result in the issuance of securities to the  shareholders  of the
targeted  company.  This  transaction  will  cause,  in  all  probability,   the
shareholders  of the targeted  company  gaining  control of the registrant and a
change in the existing management.

         It is the intention of the registrant to structure a transaction with a
targeted  company to minimize  the state and federal  tax  consequences  as they
apply  to both  parties.  There  can be no  assurance  that  all  the  statutory
requirements can be met in the proposed  reorganization or that the parties will
receive tax benefits desired in a transfer of stock or assets.

                                       3
<PAGE>
         The registrant will seek those companies,  which have audited financial
statements  or assure the  registrant  that said  statements  will be  furnished
within sixty days of closing. If audited financial  statements are not available
at closing,  the registrant  will require  representations  that the statements,
when  audited,   will  not  materially  differ  from  the  unaudited  statements
presented. There are no assurances that a viable candidate for merger will agree
with  the  registrant's  request,  which  would  result  in the  failure  of the
transaction to close.

         The  registrant  will  require  that the  targeted  company be computer
compliant for the year 2000. If the target is not compliant it will be necessary
to disclose  what steps it intends to take in order to  eliminate  any  business
disruption created by noncompliance.  There can be no assurance that the company
will not close a transaction with a company that has not or is unable to correct
the year 2000 computer  problems.  The impact of said transaction  could be very
difficult to ascertain.

         The registrant does not believe it could be subject to regulation under
the  Investment  Company Act,  because it will not be engaged in the business of
investing or trading  securities.  However, if the Company engages in operations
which result in it holding  passive  investments in more than one other company,
in could be subject to the  regulations  found in the Investment  Company Act of
1940 and it  would  have to  register  under  said act  which  could  result  in
significant registration and compliance costs.

         The registrant has no full time employees. The president of the Company
will devote a portion of his time to the  activities of the  registrant  without
compensation.

         The Company will send an annual report to its security  holders,  which
shall contain audited  financial  statements.  The registrant is  electronically
filing this Form 10-KSB with the Securities Exchange Commission,  to comply with
the reporting  requirements  as  promulgated  by the  commission.  As such,  the
Company will advise the  shareholders  that the SEC  maintains an Internet  site
that contains reports, proxy and information  statements,  and other information
regarding    registrants   that   file    electronically   with   the   SEC   at
http://www.sec.gov.

PATENTS

         The Company does not own, nor has it applied for any Patents.

                                       4
<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY

         The  registrant  is  currently  housed in the offices of its  principal
shareholder,  Corporate  Architects,  Inc.  at 4300 N.  Miller  Road  Suite 120,
Scottsdale,  Arizona 85251-3620. No rent is being charged to the registrant. The
Company owns no real property and has no plans to acquire real property.

         At this time,  the Company has no policy in terms of investment in real
estate  nor does it have any  investment  in real  estate.  The  Company  has no
immediate plans to invest in real estate mortgages.

ITEM 3. LEGAL PROCEEDINGS

         The Company is not a party to any litigation  and to its knowledge,  no
action,  suit or  proceedings  against it has been  threatened  by any person or
entity.

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

         No matters have been submitted to a vote of security holders.

                                     PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         (a) There is no public  trading  market for the common equity and there
has been no trading to date.  Furthermore,  there is no assurance  that a public
trading market will ever be established.

         The  registrant's  securities  meet the  definition of "penny stock" as
found in Rule 3a51-1 of the Securities  Exchange Act of 1934. The Securities and
Exchange  Commission  has adopted Rule 15g-9 which  established  sales  practice
requirements  for  certain  low price  securities  ("penny  stock").  Unless the
transaction  is exempt,  it shall be  unlawful  for a broker or dealer to sell a
penny stock to, or to effect the purchase of a penny stock by, any person unless
prior to the  transaction:  (i) The broker or dealer has  approved  the person's
account  for  transactions  in penny  stocks  pursuant to this rule and (ii) the
broker  or dealer  has  received  from the  person a  written  agreement  to the
transaction  setting  forth the  identity  and quantity of the penny stock to be
purchased.  In order to approve a person's  account  for  transactions  in penny
stock  the  broker  or dealer  must:  (a)  obtain  from the  person  information
concerning  the  person's  financial  situation,   investment  experience,   and
investment  objectives;  (b)  reasonably  determine that  transactions  in penny
stocks  are  suitable  for  that  person,  and that the  person  has  sufficient
knowledge and experience in financial  matters that the person reasonably may be
expected to be capable of evaluating the risks of  transactions in penny stocks;

                                       5
<PAGE>
(c) deliver to the person a written  statement  setting forth the basis on which
the broker or dealer made the determination (i) stating in a highlighted  format
that it is unlawful  for the broker or dealer to affect a  transaction  in penny
stock  unless the broker or dealer has  received,  prior to the  transaction,  a
written  agreement  to the  transaction  from the person;  and (ii) stating in a
highlighted format immediately  preceding the customer signature line that (iii)
the  broker or  dealer is  required  to  provide  the  person  with the  written
statement;  and (iv) the person should not sign and return the written statement
to the broker or dealer if it does not accurately reflect the person's financial
situation,  investment experience,  and investment  objectives;  and (d) receive
from the person a manually signed and dated copy of the written statement. It is
also  required  that  disclosure  be made as to the risks of  investing in penny
stocks and the  commissions  payable to the broker-  dealer,  as well as current
price  quotations  and the  remedies  and rights  available in cases of fraud in
penny stock  transactions.  Statements,  on a monthly  basis must be sent to the
investor  listing  recent  prices  for the penny  stock and  information  on the
limited market.

         It is the registrant's  intention to merge or acquire a company,  which
would qualify it to be listed on the NASDAQ SmallCap Market. The initial listing
requirements  are as follows:  (1) net tangible  assets of  $4,000,000 or market
capitalization  of $50,000,000 or net income in latest fiscal year or two of the
last three fiscal years of $750,000,  (2) public float  1,000,000  shares with a
market  value of  $5,000,000,  (3) minimum bid price of $4.00,  (4) three market
makers,  (5) 300 round lot (100 or more shares)  shareholders,  (6) an operating
history of one year or  $50,000,000  market cap,  and (7)  corporate  governance
standards must be in place. Subsequent to qualifying for listing the company, in
order to remain on the SmallCap Market, the company must maintain the following;
(1) net tangible assets of $2,000,000 or market capitalization of $35,000,000 or
net  income in  latest  fiscal  year or two of the last  three  fiscal  years of
$500,000, (2) public float 500,000 shares with a market value of $1,000,000, (3)
minimum  bid price of $1.00,  (4) two market  makers,  (5) 300 round lot (100 or
more shares)  shareholders,  and (6) corporate  governance  standards must be in
place.

         The company may not qualify for the  SmallCap  market after a merger or
acquisition.  In that case it's securities may be traded on the Over The Counter
Bulletin  Board  (OTCBB).   This  exchange  differs  from  NASDAQ  in  that  the
qualifications do not include minimum assets, revenues,  number of shareholders,
market  capitalization,  number  of  shares in the  public  float and  corporate
governance standards.  To qualify for OTCBB the company must have a market maker
willing  to list the  securities  on a bid and ask  quotation  and  sponsor  the
company for listing.  All companies,  including  banks and insurance  companies,
traded on the OTCBB must be fully  reporting  as of June 2000.  The  company may
also offer its securities on the National Quotation Bureau, Inc., commonly known
as the "pink sheets".

                                       6
<PAGE>
         It is the company's  objective to become  qualified for NASDAQ SmallCap
however;  there is no assurance it will reach or maintain  that  objective.  The
registrant may, after a merger or acquisition, commence trading on the OTC BB.

          (a)  Holders.  There are three (3) holders of the common equity of the
               Company.

          (b)  Dividends. There have been no cash dividends declared to date and
               there are no plans to do so. There are no restrictions that limit
               the  ability to pay  dividends  on common  equity  other than the
               dependency  on the  Company's  revenues,  earnings and  financial
               condition.

ITEM 6. MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION

         During  the next  twelve  months  the  registrant  intends  to  locate,
analyze,  acquire or merge with a targeted company. At this time, the registrant
has been  involved in  preliminary  negotiations  with a company  regarding  the
possibility of an acquisition or merger. The registrant will continue to solicit
targeted   companies  through  the  utilization  of  contacts  in  business  and
professional  communities.  The  registrant  intends to solicit  directly or may
engage  consultants or advisors to assist it in reaching its objective.  Payment
will be made to these  consultants  and advisors if a successful  acquisition or
merger occurs because of their efforts.  The payment may consist of cash or some
stock in the surviving entity or a combination of both.

         The  satisfaction of the  registrant's  cash  requirements for the next
twelve months will be met in that Corporate  Architects,  Inc., the registrant's
principal shareholder, has agreed to advance to the Company the additional funds
needed for operations and those amounts  designated for costs  associated with a
search for and completion of an  acquisition.  The principal  shareholder has no
expectation of  reimbursement of the funds advanced unless the new owners of the
Company  decide to pay all or a portion  thereof.  A limit as to the  minimum or
maximum  amounts  advanced by the  principal  shareholder  has not been set. The
registrant  will  not  borrow  funds  to pay  management,  agents,  consultants,
advisors  or  promoters.  The Company  will not merge with,  acquire or purchase
assets of an entity in which the Company's  officers,  directors or shareholders
or any affiliate or agent hold an equity position or is an officer or director.

         The Company's  business plan is to locate  certain  companies  that may
wish to merge with the registrant in some fashion.  This targeted  company would
desire the perceived  advantages of a merger with a public,  reporting  company.
The  perceived   advantages  may  enhance  the  company's   ability  to  attract
investment,  utilize securities for acquisition,  provide liquidity and numerous
other  benefits.  No particular  industry has been identified nor is this search
confined to a specific  geographical  area. It is not  anticipated by management
that the Company will be able to participate in any more than one merger because
of its limited assets and resources.

                                       7
<PAGE>
         The   registrant  may  merge  or  acquire  a  company  in  early  stage
development  needing  additional  capital  to  launch  new  products,   increase
marketing  or improve  quality.  The  utilization  of the  public  market may be
beneficial in raising the required capital.

         The  registrant  does not have nor will it  acquire  capital  to supply
targeted companies.  It is the position of management that it can present to the
candidate the  opportunity to acquire  controlling  interest in a public company
without the  substantial  costs,  both in time and money,  of an initial  public
offering. Management has performed only limited research in this area.

         The  officer  and  director  of  the  registrant   will  undertake  the
responsibility  of finding and  analyzing  new business  opportunities.  He will
perform this task  individually and possibly with the help of other  consultants
and  agents.  The  agents or  consultants  will not  receive a cash fee from the
registrant said fee will have to be assumed by the target  company.  The officer
is  experienced  in the analysis of companies  and will be able to determine the
existence of the primary requirements of a good business structure consisting of
financial,  management,  products,  distribution,  need for further research and
development,  growth potential and other material  requirements.  The registrant
will have total  discretion in determining the type of company best suited for a
business combination.

         The registrant will be subject to all the reporting requirements of the
Securities Exchange Act. Said Act requires, among other things, that a reporting
company file its audited financial statements.  The registrant will not merge or
acquire a company that does not have or will not have audited  financials within
a reasonable  period of time, to meet the  requirements  of the Exchange Act. If
the merger candidate is unable to produce audited  financial  statements  within
sixty days from the filing of the 8 K announcing the  consummation of the merger
or said financial  statements  fail to comply with the Exchange Act, the closing
documents will provide for the dissolution of the transaction.

         A target  company may want to establish a public trading market for its
securities.  It  may  desire  to  avoid  what  it  perceives  to be  an  adverse
consequence of undertaking its own public offering.  It is possible to meet this
objective  by  entering  into a  transaction  with the  registrant.  The adverse
consequences  may be perceived to be, loss of control,  substantial  expense and
loss of time  attempting to conclude an  underwriting or the inability to retain
an underwriter with acceptable terms

         A business  candidate  may have  pre-existing  agreements  with outside
advisors, attorneys and accountants and the continuation of those agreements may
be required  before the  candidate  will agree to close a  transaction  with the
registrant.  These existing  agreements may be a factor in the  determination by
the registrant to go forward.

         The conclusion of a business transaction will most likely result in the
present shareholders no longer being in control of the registrant. Management of
the  registrant  probably will not have the expertise in the business of the new
entity, which will result in the resignation of the present management.

                                       8
<PAGE>
         The acquisition or merger usually results in the issuance of restricted
securities as consideration. If the negotiations resulted in the requirement for
registered securities to be issued, the surviving company would have to bear the
burden of  registering  the shares.  There can be no  assurance  that that these
newly  registered  shares  would be sold into the market  depressing  the market
value.

         A merger with another company will significantly  dilute the percentage
of ownership  the present  shareholders  now enjoy.  The amount of dilution will
depend on the number of shares  issued  which in term could depend on the assets
and  liabilities of the merging  company.  This is not to say that other factors
may not enter into this determination.

ITEM 7. FINANCIAL STATEMENTS

         The  Financial  Statement  of the  Company  are filed as a part of this
Annual Report. See index to the financial statements on Page F-1.

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

         There have been no changes of  Accountants  or  disagreements  with the
registrants Accountants on accounting and financial matters.

                                    PART III


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

         The Company has one officer and director.

Name                         Age          Position and Offices Held
----                         ---          -------------------------

Edmond L. Lonergan           54           President Secretary and Director

         There are no  agreements  that a Director will resign at the request of
another  person and the above named Director is not acting on behalf of nor will
act on behalf of another person.

         The following is a brief summary of the Director, and Officer including
his business experiences for the past five years.

         Edmond L.  Lonergan  from 1968 to 1996 has founded  numerous  high tech
corporations  one of which became  public.  It was honored by Inc.  Magazine for
becoming  the 28th  fastest  growing  company in 1992.  Previously,  he held the
positions  of Board  Chairman,  President,  CEO,  Vice  President  of Sales  and
Marketing, Vice President of Operations,  Vice President of Finance, Director of
Research,  Operating  Manager,  Manager  of  Software  Development  and  Product
Development  Consultant.  Mr.  Lonergan was also  selected to be a member of the
White House Small Business Committee during the Carter Administration.

         Mr. Lonergan founded  Corporate  Architects,  Inc. in 1997. The company
specializes  in  consulting  and  advising  businesses  in the area of strategic
planning as well as mergers and acquisitions.

                                       9
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         The Officers,  Directors and those beneficially owning more than 10% of
small business Company's class of equity securities  registered under Section 12
of the Exchange Act, shall file reports of ownership and any change in ownership
with the Securities and Exchange  Commission.  Copies of these reports are to be
filed with the Company.

         Based upon a review of these reports the Company has  concluded  that a
Form 5 was filed. It is also clear that a schedules 13 G was filed.

ITEM 10. EXECUTIVE COMPENSATION

         The  registrant's  officer  and  director  does not and has not receive
compensation  for services  rendered to the registrant nor has any  compensation
been accrued.  He will not  participate  in any finders'  fees however;  he will
receive some benefits as a beneficial  owner of the registrant  upon a merger or
acquisition taking place. Furthermore,  there are no stock option plans, pension
plans, insurance coverage or other benefit programs adopted by the registrant.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table sets forth each person known by the Company to be
the  beneficial  owner of more than 5% of the Common  Shares  (the only class of
voting  securities) of the Company all directors  individually and all directors
and  officers  of the  Company  as a group.  Each  person  has sole  voting  and
investment power with respect to the shares as indicated.

       Name and Address               Amount of Beneficial        Percentage
     of Beneficial Owner                   Ownership               of Class
---------------------------------          ---------               --------

Corporate Architects, Inc.  (1)            5,000,000                99.2%
4300 N. Miller Rd Suite 120
Scottsdale, AZ 85251-3620

All Executive Officers and                 5,000,000                99.2%
  Directors as a Group (1 person)

----------
(1)  Mr. Edmond L. Lonergan  owns 100% of the issued and  outstanding  shares of
     Corporate  Architects,  Inc. and is its sole officer and director. As such,
     Mr. Lonergan is the beneficial  owner of the common stock of the registrant
     and is the only control shareholder.

                                       10
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         There are no parents of this small business registrant.

         There are and have been no transactions with promoters.

         There were no material underwriting  discounts and commissions upon the
sale of securities by the registrant  where any of the specified  persons was or
is to be a principal  underwriter or is a controlling person or member of a firm
that was or is to be a principal underwriter.

         There were no  transactions  involving  the  purchase or sale of assets
other than in the ordinary course of business.

ITEMS 13. EXHIBITS AND REPORTS ON FORM 8-K

     A.   Exhibits

          3.1  Articles of Incorporation  with Amendments filed with the Form 10
               SB on November 1, 1999 and incorporated by reference

          3.2  By Laws  filed  with  the  Form 10 SB on  November  1,  1999  and
               incorporated by reference

          3.3  Computation  per share earnings filed with Form 10 SB on November
               1, 1999 and  incorporated  by reference and in current  financial
               statements.

          23   Consent of Accountant

          27   Financial Data Schedule

     B.   Reports on Form 8-K

         There were no reports filed on Form 8-K

         Schedules 13 G was filed by Mr. Lonergan on March 31, 2000.

                                       11
<PAGE>
                                 SIGNATURE PAGE

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

                                      FIRSTCAI, INC..

April 12, 2000                        /s/ Edmond L. Lonergan
                                      ------------------------------------------
                                      Edmond L. Lonergan, Director and President

                                       12
<PAGE>
                                  EXHIBIT INDEX

Exhibit
Number                                    Description
------                                    -----------

  3.1    Articles  of  Incorporation  with Amendments filed with  the Form 10 SB
         on November 1, 1999 and incorporated by reference

  3.2    By Laws filed with the Form 10 SB on November 1, 1999 and  incorporated
         by reference

  3.3    Computation  per share earnings in filed with Form 10 SB on November 1,
         1999 and incorporated by reference and in current financial statements.

  23     Consent of Accountant

  27     Financial Data Schedule

                                       13
<PAGE>
                     [JAMES C. MARSHALL, CPA, PC LETTERHEAD]



                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors
FirstCAI, Inc.
Scottsdale, Arizona

We have audited the accompanying balance sheet of FirstCAI,  Inc. as of December
31, 1999 and the related statements of operations, stockholders' equity and cash
flows  for  the  period  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 audit in accordance with generally accepted auditing standards.
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 audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements referred to above presents fairly, in
all material respects,  the financial position of FirstCAI,  Inc. as of December
31, 1999,  and the results of its  operations  and its cash flows for the period
then ended in conformity with generally accepted accounting principles.

                                                     James C. Marshall, CPA, PC


Scottsdale, Arizona
April 11, 2000

                                       F-1
<PAGE>
                                 FIRSTCAI, INC.
                                  BALANCE SHEET

                                DECEMBER 31, 1999

                                     ASSETS

                                                               December 31, 1999
                                                               -----------------
Current Assets
  Cash and cash equivalents                                        $ 1,200
                                                                   -------
    Current Assets                                                   1,200
                                                                   -------
  Organization costs, net of amortization (Note 2)                     467
                                                                   -------

        Total Assets                                               $ 1,367
                                                                   =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Stockholders' Equity
  Common Stock - $0.0001 par value, authorized
    100,000,000 shares, issued and outstanding
    5,040,000                                                      $   504
  Additional paid in capital                                         1,596
  Retained Earnings (Deficit)                                         (433)
                                                                   -------
     Total Stockholders' Equity                                      1,667
                                                                   -------

         Total Liabilities and Stockholders' Equity                $ 1,667
                                                                   =======

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

                                      F-2
<PAGE>
                                 FIRSTCAI, INC.
                             STATEMENT OF OPERATIONS

               FOR THE PERIOD FROM INCEPTION TO DECEMBER 31, 1999


Revenue                                                               $       --

Expenses

   Administrative costs                                                      400
   Amortization of organization costs                                         33
                                                                      ----------

Net Income/(Loss)                                                     $      433
                                                                      ==========



Loss per common share                                                 $     0.00
                                                                      ==========

Weighted average shares outstanding                                    5,040,000
                                                                      ==========

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

                                      F-3
<PAGE>
                                 FIRSTCAI, INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY

               FOR THE PERIOD FROM INCEPTION TO DECEMBER 31, 1999

                                    Common Stock
                                 -----------------  Paid in  Retained
                                  Shares    Amount  Capital  Earnings    Total
                                  ------    ------  -------  --------    -----
Balance at September 3, 1999
  date of incorporation          5,040,000   $504   $1,596              $ 2,100

Net Income/(Loss)                                            $  (433)      (433)

Balance at March 31, 2000        5,040,000   $504   $1,596   $  (433)   $ 1,667
                                 =========   ====   ======   =======    =======

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

                                      F-4
<PAGE>
                                 FIRSTCAI, INC.
                             STATEMENT OF CASH FLOWS

               FOR THE PERIOD FROM INCEPTION TO DECEMBER 31, 1999

Loss from operations                                                    $  (433)

Adjustments to reconcile loss from operations
  to net cash provided by (from) operating
  activities:

    Amortization of organization costs                                       33
                                                                        -------

Net cash (used) by operations                                              (400)
                                                                        -------

Net cash (used) by operating activities                                    (400)
                                                                        -------

Proceeds from issuance of stock                                           1,600
                                                                        -------

Net cash provided by financing activities                                 1,600
                                                                        -------

Net increase in cash and cash equivalents                                 1,200

Cash and cash equivalents at beginning of period                             --
                                                                        -------

Cash and cash equivalents at end of period                              $ 1,200
                                                                        =======

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

                                      F-5
<PAGE>
                                 FIRSTCAI, INC.
                          NOTES TO FINANCIAL STATEMENT

            FOR THE PERIOD FROM INCEPTION TO ENDED DECEMBER 31, 1999


NOTE 1 -  THE COMPANY

         FirstCAI,  Inc. (the "Company") was incorporated in the state of Nevada
on September 3, 1999.  The Company has had no  operations  since  incorporation,
however,  has incurred certain costs related to organization and administration.
Legal  services  were  provided  to the  Company  in  exchange  for stock of the
Company.  This transaction was based on the out-of-pocket costs for the provider
and  recorded  by the  Company  as $500.  These  organization  costs  have  been
capitalized  and are  being  amortized  over  60  months.  Administrative  costs
allocated  to Company for the period from  inception  to December 31, 19999 were
$400.

NOTE 2 - STOCKHOLDERS' EQUITY

         The  Company  has  100,000,000   shares  of  $0.0001  par  value  stock
authorized and 5,040,000 shares outstanding at December 31, 1999.

                                      F-6