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


                                 Amendment No. 1
                                  FORM 10-QSB/A


                  Quarterly Report Under Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


                              FUTRONIX GROUP, INC.
                            FORMERLY FOURTHCAI, INC.
                         (Name of Small Business Issuer)


     March 31, 2002                                      0-29943
(For the Quarter Ended)                          (Commission File Number)


        Nevada                                          86-0979534
(State of Incorporation)                 (I.R.S. Employer Identification Number)


                 1760 S. Dimensions Terrace, Homasassa, FL 34448
           (Address of Principal Executive Offices Including Zip Code)


                                 (352) 628-1900
                           (Issuers Telephone Number)

Check  whether the issuer (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

Number of shares  outstanding of each of the issuer's  classes of common equity,
as of May 12, 2002: 9,999,500

Transitional Small Business Disclosure Format: [ ] Yes [X] No

                                       1
<PAGE>
                              FUTRONIX, GROUP, INC.

                                      INDEX

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

     Item 1 - Financial Statements (unaudited)

              Balance Sheet at March 31, 2002                                 3

              Statement of Operations for the three months ended
              March 31, 2002 and March 31, 2001                               4

              Statement of Stockholders' Equity for the three months
              ended March 31, 2002 and 2001                                   5

              Statement of Cash Flows for the three months ended
              March 31, 2002 and March 31, 2001                               6

              Notes to Financial Statements                                   7

     Item 2 - Management's Discussion and Analysis                           16

PART II - OTHER INFORMATION

     Item 1. Legal Proceedings                                               18

     Item 2. Changes in Securities and Use of Proceeds                       18

     Item 3. Default Upon Senior Securities                                  18

     Item 4. Submission of Matters to a Vote of Security Holders             18

     Item 5. Other Information                                               18

     Item 6. Exhibits and Reports on Form 8-K                                19

SIGNATURES                                                                   20

CERTIFICATES                                                                 21

                                       2
<PAGE>
PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                       FUTRONIX GROUP, INC. AND SUBSIDIARY
                           Consolidated Balance Sheet
                           March 31, 2002 (unaudited)

                                                                     March 31,
                                                                       2002
                                                                    -----------
                                     ASSETS                         (unaudited)
Current Assets:
  Cash                                                              $    26,462
  Restricted cash, available                                             77,734
  Restricted cash, collateralized cash advances                         115,654
  Accounts receivable, net                                              157,844
  Accounts receivable used as collateral                                963,780
  Inventory                                                             919,912
  Other current assets                                                  156,721
                                                                    -----------
     Total Current Assets                                             2,418,107
Property, plant and equipment, net
  of accumulated depreciation                                           729,962
Land held for sale                                                      451,700
Other assets                                                             31,939
                                                                    -----------
   Total Assets                                                     $ 3,631,708
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable                                                  $ 1,022,825
  Accrued expenses                                                       32,599
  Cash advances collateralized by accounts receivable                   963,780
  Current portion of long-term debt                                     491,559
                                                                    -----------
      Total Current Liabilities                                       2,510,763
Long-term debt                                                          968,861
Debentures payable                                                      122,000
                                                                    -----------
    Total Liabilities                                                 3,601,624

Stockholders' Equity
  Cumulative convertible 7.0% $1.00 stated value
    preferred stock - authorized 2,000,000 shares;
    par value $0.0001; shares outstanding 900,000                            90
  Common stock - authorized 100,000,000 shares;
    par value $0.0001; issued and outstanding 9,999,500                   1,000
  Additional paid in capital - preferred stock                        1,324,910
  Additional paid in capital - common stock                             332,825
  Accumulated deficit                                                (1,628,741)
                                                                    -----------
    Total Stockholders' Equity                                           30,084
                                                                    -----------
Total Liabilities and Stockholders' Equity                          $ 3,631,708
                                                                    ===========

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

                                       3
<PAGE>
                       FUTRONIX GROUP, INC. AND SUBSIDIARY
                      Consolidated Statements of Operations
         for the three months ended March 31, 2002 and 2001 (unaudited)

                                                    For the three months ended
                                                             March 31,
                                                   ----------------------------
                                                      2002             2001
                                                   -----------      -----------
                                                   (unaudited)      (unaudited)

Sales, net of returns and allowances               $ 1,896,091      $ 1,686,218

Cost of sales:                                       1,372,361        1,554,450
                                                   -----------      -----------

Gross profit                                           523,730          131,768

Sales and marketing                                      3,830              204
General and administrative costs                       135,290          109,896
Employee costs                                         130,117          159,744
Depreciation and amortization                            1,500            1,500
Research and development costs                              --               93
Interest expense                                       (32,856)          37,843
                                                   -----------      -----------
                                                       237,881          309,280
                                                   -----------      -----------
Other Income:
Interest Income                                          8,172              614
                                                   -----------      -----------
Gain on sale of assets                                  35,000               --
                                                   -----------      -----------
                                                        43,172              614
                                                   -----------      -----------

Net Income (Loss)                                  $   329,021      $  (176,898)
                                                   ===========      ===========
Earnings per common share;
   Basic earnings (loss) per share                 $      0.03      $     (0.02)
                                                   ===========      ===========

   Weighted average shares outstanding               9,999,500        9,999,500
                                                   ===========      ===========

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

                                       4
<PAGE>
                       FUTRONIX GROUP, INC. AND SUBSIDIARY
                 Consolidated Statements of Stockholders' Equity
         for the three months ended March 31, 2002 and 2001 (unaudited)

<TABLE>
<CAPTION>
                                Preferred Stock        Common Stock        Additional Paid-In Capital
                              ------------------   ---------------------   --------------------------
                                           Par                     Par                                    Retained
                               Shares     Value      Shares       Value     Preferred        Common       Earnings         Total
                              --------    ------   ----------    -------   -----------      ---------   ------------    -----------
<S>                          <C>        <C>       <C>          <C>       <C>              <C>         <C>             <C>
Balance, January 1, 2001                            1,000,000    $   100                    $  50,400    $(1,036,517)   $  (986,017)

Recapitalization                                    8,999,500        900                         (900)
Net Loss for the three
months ended March 31, 2001                                                                                 (176,898)      (176,898)
                              --------    ------   ----------    -------   -----------      ---------   ------------    -----------

Balance, March 31, 2001                             9,999,500    $ 1,000                    $  49,500    $(1,213,415)   $(1,162,915)
                              ========    ======   ==========    =======   ===========      =========   ============    ===========

Balance, January 1, 2002                            9,999,500    $ 1,000                    $ 161,585    $(1,957,762)   $(1,795,177)

Conversion of debt to equity   900,000    $   90                           $ 1,324,910                                    1,325,000

Contribution of capital                                                                       171,240                       171,240

Net Income for the three
months ended March 31, 2002                                                                                  329,021        329,021
                              --------    ------   ----------    -------   -----------      ---------   ------------    -----------

Balance, March 31, 2002        900,000    $   90    9,999,500    $ 1,000   $ 1,324,910      $ 332,825   $ (1,628,741)   $    30,084
                              ========    ======   ==========    =======   ===========      =========   ============    ===========
</TABLE>

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

                                       5
<PAGE>
                       FUTRONIX GROUP INC. AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
         for the three months ended March 31, 2002 and 2001 (unaudited)

                                                      For the three months ended
                                                               March 31,
                                                      --------------------------
                                                         2002            2001
                                                      ----------      ---------
                                                      (unaudited)    (unaudited)

Net income (Loss)                                     $  329,021      $(176,898)

Adjustments to reconcile net loss to net
  cash used by operating activities:
   Depreciation and amortization                          29,568         51,480
   Accounts receivable                                  (349,088)       (28,783)
   Inventory                                            (310,789)        (9,377)
   Other current assets                                 (211,221)
     Accounts payable                                     89,727       (261,230)
     Accrued expenses                                     (7,076)        43,137
     Accrued interest                                    (63,466)       (11,312)
                                                      ----------      ---------

Net cash used by operating activities                   (493,324)      (392,983)

Cash flow used by investing activities:
  Purchase of property and equipment                      (5,355)       (11,484)
                                                      ----------      ---------

Net cash used by investing activities                     (5,355)       (11,484)

Cash flow from financing activities:
  Working capital advances                                    --        600,000
  Proceeds of loans                                      262,028             --
  Repayment of loans                                     (30,609)      (111,117)
  Advances from shareholders                             353,808             --
                                                      ----------      ---------

Net cash provided by financing activities                585,227        488,883
                                                      ----------      ---------

Net decrease in Cash                                      86,548         84,416

Cash - beginning of period                               133,302        238,514
                                                      ----------      ---------

Cash - end of period                                  $  219,850      $ 322,930
                                                      ==========      =========

Supplemental Cash Flow Information

Interest expense                                      $   32,856      $  37,843
Transfer of loans to equity                           $1,496,240

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

                                       6
<PAGE>
                       FUTRONIX GROUP, INC. and SUBSIDIARY
                   Notes to consolidated financial statements
               for the three months ended March 31, 2002 and 2001


NOTE 1 - THE COMPANY

ORGANIZATION

Futronix Group Inc. (the  "Company") was  incorporated in the state of Nevada on
September 3, 1999 as FourthCAI,  Inc.. On March 20, 2002 Futronix,  Inc. entered
into an agreement  and plan of  reorganization  with  FourthCAI,  Inc., a public
shell corporation,  whereby FourthCAI,  Inc. changed its name to Futronix Group,
Inc., acquired all of the outstanding stock of Futronix,  Inc., and entered into
a recapitalization.

FourthCai  originally had 5,040,000 shares outstanding,  in conjunction with its
reverse  acquisition  it cancelled  4,340,000  shares of common stock and issued
9,299,500  shares of its common  stock to the holders of Futronix,  Inc.  common
stock in exchange for all 1,000,000  shares  outstanding of Futronix,  Inc. This
transaction is accounted for as a reverse acquisition in which Futronix, Inc. is
the acquirer and retains its original basis in all assets and liabilities.

The Company's wholly-owned subsidiary,  Futronix, Inc. (the "Subsidiary"), is an
ISO 9002-certified  consignment and turnkey contract  electronics  manufacturer.
The Subsidiary provides engineering support,  design,  production and in-circuit
testing  services,  as well as full  turnkey  box build  manufacturing  for both
consumer  products and  commercial  applications.  The  Subsidiary has customers
throughout the United States.

GOING-CONCERN CONSIDERATIONS

As shown in the accompanying  financial statements,  the Company has incurred an
accumulated  deficit  of  $1,628,741  and has a deficit  in  working  capital of
approximately  $92,656  as of March 31,  2002.  The  ability  of the  Company to
continue as a going  concern is dependent on  obtaining  additional  capital and
financing  and  operating at a  profitable  level.  The Company  intends to seek
additional  capital  either  through  debt or equity  offerings  and to increase
operating  margins  and sales  volume to achieve  profitability.  The  financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING

The Company prepares its financial  statements on the accrual  accounting basis.
Consequently,  certain revenue and related assets are recognized upon completion
of the earning  process  rather than when  received,  and certain  expenses  are
recognized  when the obligation is incurred or the asset  consumed,  rather than
when paid.

PRINCIPLES OF CONSOLIDATION

The consolidated  financial  statements  include the accounts of the Company and
its wholly-owned  Subsidiary.  All intercompany  accounts and transactions  were
eliminated.

                                       7
<PAGE>
                       FUTRONIX GROUP, INC. and SUBSIDIARY
                   Notes to consolidated financial statements
               for the three months ended March 31, 2002 and 2001
                                   (continued)


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

CASH AND CASH EQUIVALENTS

Cash and cash  equivalents  are composed of highly  liquid  investments  with an
original  maturity of less than three months.  As a result of the Company's cash
management system, including the borrowing against receivables, certain payments
may create negative book cash balances.  Such negative  balances are included in
liabilities for each period end.

ACCOUNTS RECEIVABLE

Accounts  receivable  are stated net of  allowances  for  doubtful  accounts  of
$55,117 and $38,452 at March 31, 2002 and 2001, respectively.

FINANCIAL INSTRUMENTS

The carrying amount of the Company's financial  instruments,  which include cash
equivalents, accounts receivable, accounts payable and short and long term debt,
approximates their fair value at the end of each period.

INVENTORIES

Inventories  are  stated  at the  lower  of cost  (determined  on the  first-in,
first-out  basis) or market and  consist of  electronic  parts,  components  and
finished goods.

PROPERTY, PLANT AND EQUIPMENT

Property,  plant, and equipment are stated on the basis of cost. Depreciation is
computed  principally by the  straight-line  method.  Estimated useful lives for
financial reporting purposes are as follows:

     Buildings                                                   31.5 years
     Machinery and equipment                                      3-7 years

LAND HELD FOR SALE

Land not used by the Company for its  manufacturing  site is available for sale.
This land is carried at cost which is not in excess of its fair market value.

OTHER ASSETS

The prepaid assets is subject to amortization as loan-closing costs, these costs
are being amortized over the term of the loan.

                                       8
<PAGE>
                       FUTRONIX GROUP, INC. and SUBSIDIARY
                   Notes to consolidated financial statements
               for the three months ended March 31, 2002 and 2001
                                   (continued)


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

INCOME TAXES

The Company and its  stockholders  elected at  incorporation  under the Internal
Revenue Code to be taxed as an S corporation. In lieu of corporate income taxes,
the  stockholders  are taxed on their  proportionate  share of the Company's net
income. Accordingly, no provision or liability for income taxes has been made in
the accompanying  financial  statements.  As a result of the  reorganization  on
March 20, 2002,  the subchapter S election was terminated and will be subject to
taxation as a C corporation subsequent to that date.

ADVERTISING EXPENSE

The cost of advertising is expensed as incurred.

EARNINGS PER SHARE

Earnings per common share are  calculated  under the provisions of SFAS No. 128,
"Earnings  per  Share,"  which  established  new  standards  for  computing  and
presenting  earnings per share. SFAS No. 128 requires the Company to report both
basic  earnings  per share,  which is based on the  weighted  average  number of
common shares outstanding, and diluted earnings per share, which is based on the
weighted average number of common shares outstanding plus all potential dilutive
common shares outstanding.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company  accounts for  impairment  of long-lived  assets in accordance  with
Statement  of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of"
(SFAS 121"). SFAS 121 requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances  indicate that the book value of the
asset may not be recoverable.  The Company  evaluates on each balance sheet date
whether  events  or  circumstances   have  occurred  that  indicate  a  possible
impairment.  In  accordance  with SFAS 121,  the Company uses an estimate of the
future  undiscounted net cash flows of the related asset or asset group over the
remaining life in measuring whether the assets are recoverable.

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires 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 financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

                                       9
<PAGE>
                       FUTRONIX GROUP, INC. and SUBSIDIARY
                   Notes to consolidated financial statements
               for the three months ended March 31, 2002 and 2001
                                   (continued)


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets." This  statement  establishes  accounting  and  reporting  standards for
goodwill and intangibles for years commencing  after December 15, 2001.  Whether
already  acquired or subsequently  acquired after the effective date,  companies
are required to identify intangibles with finite lives and those with indefinite
lives.  Those  intangibles  with  finite  lives  are to be  amortized  over  the
estimates  useful lives of the assets while those with indefinite  lives are not
to be amortized. Goodwill is not be amortized. Each intangible or goodwill asset
should be analyzed at least annually for impairment  where the carrying value is
in excess of the fair value of the intangibles and in excess of the implied fair
value  in the case of  goodwill  assets.  The  asset's  carrying  value is to be
reduced  by a charge  to  income if the fair  value is lower  than the  carrying
value.  The Company has no amortizing  intangibles or goodwill,  therefore,  the
impact of implementation of SFAS No. 142 is not material.

NOTE 3 - ACCOUNTS RECEIVABLE

The Company has recorded a bad debt reserve  against its accounts  receivable of
$55,117 and $38,451 as of March 31, 2002 and 2001, respectively.

The Company has pledged with recourse certain  accounts  receivables in exchange
for cash advances  received by the Company on a revolving basis. The outstanding
advances were $963,780 as of March 31, 2002. The lender maintains the restricted
cash balance as additional collateral against the collection of the receivables.
The interest rate on these factored receivables is the prime rate plus 2%.

NOTE 4 - INVENTORY

Components of inventory are as follows at March 31, 2002:

                                                             March 31, 2002
                                                             --------------
     Raw materials                                             $  779,961
     Work-in progress                                             139,877
     Finished goods                                                    74
                                                               ----------
                                                               $  919,912
                                                               ==========

                                       10
<PAGE>
                       FUTRONIX GROUP, INC. and SUBSIDIARY
                   Notes to consolidated financial statements
               for the three months ended March 31, 2002 and 2001
                                   (continued)


NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following as of March 31, 2002:

                                                             March 31, 2002
                                                             --------------
     Land                                                      $   25,000
     Building                                                     357,701
     Furniture and equipment                                    1,993,916
     Vehicles                                                      18,319
                                                               ----------
                                                                2,394,936
     Accumulated depreciation                                   1,664,974
                                                               ----------
                                                               $  729,962
                                                               ==========

Depreciation  expense  for the three  months  ended  March 31, 2002 and 2001 was
$28,917 and $51,480, respectively.

NOTE 6 - ACCOUNTS PAYABLE

Under  the  Company's  working  relationship  with a  financial  institution  it
routinely  maintains  an  overdraft  position in its bank  balance.  Included in
accounts payable are bank overdrafts of $121,014 as of March 31, 2002.

NOTE 7 - NOTES PAYABLE

                                                                  March 31, 2002
                                                                  --------------
Note payable to a financial institution, 10.75% annual
interest rate, maturity date of February 2015, monthly
payments of $8,684. Secured by real estate.                        $    719,280

Note payable to a financial institution, 10% annual interest
rate, maturity date of November, 2002, monthly payments of
$3,000 with a balloon payment due November, 2002. Secured
by production equipment.                                                400,250

Note payable to a financial institution, 9.25% annual
interest rate, maturity date and balloon payment due
October 2004, monthly payments of $759 plus interest.
Secured by real estate.                                                 165,158

Note payable to an individual, 10% annual interest rate,
maturity date of May 2030, monthly payments of $878.
Secured by real estate.                                                  91,749

                                       11
<PAGE>
                       FUTRONIX GROUP, INC. and SUBSIDIARY
                   Notes to consolidated financial statements
               for the three months ended March 31, 2002 and 2001
                                   (continued)


NOTE 7 - NOTES PAYABLE (continued)

                                                                  March 31, 2002
                                                                  --------------
Note payable to a financial institution, 9.5% annual
interest rate, maturity date of April 2002, monthly
payments of $409 plus interest. Secured by real estate.                  35,776

Note payable to an individual, 10% annual interest rate,
maturity date of May 2030, monthly payments of $219.
Secured by real estate.                                                  22,912

Note payable to a corporation, 12% annual Interest rate,
maturity date of November 2002, monthly payments of $2,190.              17,277

Credit line to a financial institution, 16.5% interest
rate minimum monthly payment of $100 required.                            3,986

Credit card from a financial institution, 12.5%
interest rate, minimum monthly payment of
$200 required.                                                            4,032
                                                                   ------------
                                                                      1,460,420
 Less:   current portion                                                491,559
                                                                   ------------
                                                                   $    968,861
                                                                   ============

Maturities of long-term debt are as follows:

          2002                                                     $    491,559
          2003                                                           41,273
          2004                                                          182,728
          2005                                                           39,813
          2006                                                           44,295
          Thereafter                                                    660,752
                                                                   ------------
                                                                   $  1,460,420
                                                                   ============

                                       12
<PAGE>
                       FUTRONIX GROUP, INC. and SUBSIDIARY
                   Notes to consolidated financial statements
               for the three months ended March 31, 2002 and 2001
                                   (continued)


NOTE 8 - CONVERTIBLE DEBENTURES

At March 31, 2002, the Company had convertible dentures payable in the amount of
$122,000.  The  debentures  are payable at 10% interest per annum and are due on
March 31, 2004. The debentures are  convertible at the option of the holder into
one share of common stock for each $1.00 of principal.

NOTE 9 - CONCENTRATION OF CREDIT RISK

Financial  instruments  that  potentially  subject  the  Company to  significant
concentrations  of credit risk consist  principally  of cash and trade  accounts
receivable.

The  Company  maintains  cash and  cash  equivalents  and  short  and  long-term
investments with various financial  institutions.  The Company performs periodic
evaluations of the relative credit standing of those financial institutions that
are  considered  in the  Company's  investment  strategy.  The Company  does not
require  collateral on these  financial  instruments.  As of March 31, 2002, the
Company had no cash deposits in excess of federally insured limits.

Concentrations  of credit risk with  respect to trade  accounts  receivable  are
limited due to the relatively large size of the individual  entities  comprising
the  Company's   customer  base  and  the  evaluation  of  the  entities  credit
worthiness.  However,  as of March 31, 2002, the Company's net receivables  from
customers was approximately $1,121,623.  The Company does not require collateral
for trade accounts receivable,  and, therefore,  the Company could record losses
up to this amount if these customers fail to pay.

Sales to the Company's three major customers accounted for approximately 54% for
the three months ended March 31, 2002. The individual  customers  comprised 25%,
16% and 13% of net sales.  The Company  anticipates  that  significant  customer
concentration will continue for the foreseeable  future,  although the companies
which constitute the Company's largest customers may change.

NOTE 10 - RELATED PARTY TRANSACTIONS

At December 31, 2001, an owner and officer converted the remaining  principal of
$112,085 to additional paid in capital.  Additionally,  during the quarter ended
March 31, 2002 the owners converted notes payable of $171,240 to additional paid
in capital

The owners of the Company transferred ownership of the land and building used in
the Company's operations to the Company during the year ended December 31, 2000.
The Company had previously leased the property.  The property was transferred at
the owners' book value of  $729,800.  Liabilities  associated  with the property
totaling  $1,116,810 were transferred to the Company and the owners forgave debt
and related interest owed to them by the Company in the amount of $387,010.

                                       13
<PAGE>
                       FUTRONIX GROUP, INC. and SUBSIDIARY
                   Notes to consolidated financial statements
               for the three months ended March 31, 2002 and 2001
                                   (continued)


NOTE 11 - COMMITMENTS AND CONTINGENCIES

A financial  institution is suing the Company for an alleged covenant  violation
on an equipment loan. In 2002 the Company has  subsequently  settled this matter
at an  additional  cost of  $32,000  by making  total  payments  due,  including
interest, to the financial institution of $467,885 by November 19, 2002.

A vendor is suing the Company for payment on inventory  that the Company has not
received.  The Company does not believe there will be a material  adverse effect
from this.

NOTE 12 - UNRECORDED BUSINESS COMBINATION AND LITIGATION

Effective May 2000, the  Subsidiary  entered into an agreement to be acquired by
Salient  Cybertech,  Inc.  ("Salient")  pursuant  to an  Agreement  and  Plan of
Reorganization  (the  "Merger  Agreement").  The  Merger  Agreement  called  for
consideration to be paid to the Subsidiary's  shareholders in the form of shares
of Salient's  common and preferred  stock.  The Merger Agreement also called for
working  capital  totaling  $3,000,000  to be  infused  into the  Subsidiary  by
Salient.  The Company  believes that the terms of the Merger  Agreement were not
fulfilled by Salient because the aggregate  required  funding was never received
by the  Subsidiary.  Additionally,  no  articles  of merger  were filed with the
Florida Department of State. Therefore, the Company does not believe a change in
ownership occurred. In March 2001, Salient entered into an agreement to sell the
Subsidiary  to  Trident  Systems  International,  Inc.  ("Trident").  It is  the
Company's  belief that this  transaction  was not  completed and Trident did not
acquire an interest in the Subsidiary.

In connection with the above described Merger Agreement, Salient filed a lawsuit
against the  Subsidiary  and its  shareholders  alleging  its  ownership  of the
Subsidiary  and  alternatively,  seeking the return of the  capital  advances of
$1,325,000,  paid to the Subsidiary,  plus additional  damages.  The Company has
taken the  position  that it is not liable to Salient for the full return of the
cash  advances it received from  Salient.  Subsequent to December 31, 2001,  the
parties  have been  involved in  settlement  negotiations.  Although the Company
anticipates settling this litigation in the near future, no settlement agreement
has been finalized. The proposed terms of the settlement require the issuance of
900,000 shares of preferred  convertible stock,  stated value $1.00 per share of
the  Company.  As a result of these  settlement  negotiations  the  Company  has
capitalized  the advances as additional  paid in capital of  $1,325,000.  In the
event that the settlement  negotiations  fail and the lawsuit is decided against
the  Subsidiary,  the Company  could be liable to Salient for some or all of the
advances,  plus applicable  interest,  and possibly other damages,  all of which
would likely have a material adverse impact on the Company.

A condition of the settlement  would require the necessary  disclosures with the
Securities  and  Exchange  Commission  to  authorize  the new class of preferred
stock,  distribution  to the  stockholders  and the majority vote by the current
stockholders  of the Company to approve  the new class.  The  management  of the
Company intend to vote for the amendment. Their holding constitute a majority of
the outstanding common stock entitled to vote on the matter. The stock

                                       14
<PAGE>
                       FUTRONIX GROUP, INC. and SUBSIDIARY
                   Notes to consolidated financial statements
               for the three months ended March 31, 2002 and 2001
                                   (continued)


NOTE 12 - UNRECORDED BUSINESS COMBINATION AND LITIGATION (continued)

becomes  convertible at a rate of 225,000 each six month period after  issuance.
The  convertible  preferred  stock is  convertible at a price of 85% of the last
five trading day's average of the common stock with a credit of the stated value
of $1.00 per share of preferred  stock.  The maximum  number of shares  issuable
under this agreement is 4,000,000 shares of common stock.  There is no assurance
that the  common  stock of the  Company  will  become  publicly  traded  for the
purposes of establishing a conversion  price. At the option of the Company,  the
Company may redeem the preferred stock at any time prior to conversion at a rate
of $1.20 per share.

NOTE 13 - COMMON STOCK

The Company's par value of common stock is $0.0001 with the authorized number of
shares of 100,000,000.  In conjunction  with the  recapitalization  (the reverse
acquisition)  the Company  issued  8,999,500  shares of its common  stock to the
holders of Futronix, Inc. and FourthCai, Inc.

NOTE 14 - EARNINGS (LOSS) PER SHARE

Earnings  and loss per share of  common  stock  has been  computed  based on the
weighted average number of shares outstanding. As a result or the reorganization
the  common  stock  has been  restated  to the  earliest  period  presented  and
therefore,  the outstanding shares were 9,999,500 for all periods. The preferred
stock  does not  become  convertible  until the \re is a public  market  for the
Company's  stock and the  passage  of  certain  amounts  of time.  There were no
outstanding stock options.  Therefore, there were no dilutive items outstanding;
and basic and diluted loss per share are the same.

                                       15
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

This Form 10-QSB contains certain  statements that are not related to historical
results,  including,  without  limitations,  statements  regarding the company's
business  strategy and objectives  and future  financial  position,  are forward
looking  statements  within the meaning of section 27A of the securities act and
section 21E of the Exchange Act and involve  risks and  uncertainties.  Although
the  company  believes  that the  assumptions  on which  these  forward  looking
statements  are  based  are  reasonable,  there  can be no  assurance  that such
assumptions will prove to be accurate and actual results could differ materially
from those discussed in the forward looking statements. Factors that could cause
or  contribute  to such  differences  include but are not limited to,  those set
forth in the preceding  paragraph,  as well as those discussed elsewhere in this
report. All forward-looking statements contained in this report are qualified in
their entirety by this cautionary statement.

Futronix Group, Inc. was incorporated in the state of Nevada in September, 1999.
Futronix,  Inc., the wholly-owned  subsidiary,  was incorporated in the state of
Florida in 1988. The Company's year end is December 31.

On March 20, 2002,  FourthCAI,  Inc., a public shell  corporation,  in a capital
transaction  accompanied  by a stock  recapitalization  acquired  the  stock  of
Futronix,  Inc.  FourthCAI,  Inc. was  incorporated on September 3, 1999 and had
only limited operations until its Plan of Reorganization with Futronix,  Inc. In
conjunction with the plan,  FourthCAI,  Inc.  cancelled  4,340,000 shares of the
5,040,000   shares  then   outstanding  and  issued   9,299,500  shares  to  the
stockholders of Futronix,  Inc. for all of the issued and  outstanding  stock of
that company. As part of this reverse acquisition,  FourthCAI,  Inc. changed its
name to Futronix Group, Inc. and owns subsidiary,  Futronix,  Inc. (collectively
the "Company").

OVERVIEW

Futronix,  Inc.  manufactures  and assembles  custom  electronic  components and
finished products for a variety of customers.  The Company is located in Florida
and all production is done in Florida.

The  financial  statements  include  the  accounts of the Company and its wholly
owned subsidiary, Futronix, Inc.

RESULTS OF OPERATIONS

The  company  had a gross  profit for the three  months  ended March 31, 2002 of
$523,730 compared to $131,768 at March 31, 2001.

The  company's  net income of $329,021 for the three months ended March 31, 2002
increased  from a loss of  $176,898  for the same three month  period  ending in
2001.

The  company's  earnings per share,  on a fully  diluted  basis was $.03 for the
three  months  ending  March 31, 2002 and a loss of $(0.02) for the three months
ending March 31, 2001.

The Company expects to face many operating and industry  challenges and is doing
business in a highly competitive industry.

                                       16
<PAGE>
Capital  reserves at March 31, 2002 were  positive  and the company has adequate
working  capital to continue its  operations at its present  level.  The Company
plans to increase  working  capital  through the sale of stock,  debentures  and
strategic mergers or acquisitions in the industry.

LIQUIDITY AND CAPITAL RESOURCES

The Company has various  loans and lines of credit with  interest  rates ranging
from 9.25% to 16.5%.  The  Company's  receivables  are  financed  on a revolving
basis.  Substantially  all of the Company's trade receivables are pledged to the
cash  advance line under this  agreement.  At March 31,  2002,  the  outstanding
balance under this  arrangement  was $963,780  which is all due within one year.
The Company has other secured and unsecured  borrowing  with  scheduled  monthly
payments  through  2030.  The current  portion of the loans and cash advances is
$1,455,339.  The Company believes that it has sufficient  resources available to
meet its operating needs.

The  Company  owns its  manufacturing  and  office  facilities,  all of which is
unencumbered.  The Company believes that additional borrowing power is available
to the Company  based on the fair market value of the equipment and machinery of
approximately  $3,600,000  and its  manufacturing  facilities  of  approximately
$2,200,000.

The Company maintains  equipment under long-tern  operating  leases.  The rental
expense  is charged  to  operations  as paid over the lease  term.  Total  lease
expense for the three months ended March 31, 2002 was $4,121.

SEASONALITY

The Company's operations are not affected by seasonal fluctuation. However, cash
flows may at times be affected by  fluctuations  in the timing of cash  receipts
from large contracts.

CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS

Additional  Financing.  The Company will require additional financing to achieve
growth in  operations.  The  company is in the  process  of  raising  additional
capital  through  the  private  placement  of  common  stock and  debentures  to
accredited investors. The purpose is to raise additional working capital.

Technological  Change. The Company has been able to keep pace with technological
changes through an on going educational process in the industry.

Competition.  The Company faces competition from many sources, most of which are
larger and have significantly more resources than the Company.

Concentration  of  Customers.  In excess of 50% of the Company'  sales volume is
concentrated in three customers at the present time. Customer relations are good
but customers,  economics and product mix could have a significant impact on the
operations of the Company.

                                       17
<PAGE>
                            PART II OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

(1) Court: Palm Beach County Circuit Court, FL - CA01-4402AB
      (Case dismissed for lack of prosecution August 30, 2002)

(2) Date proceeding began: June 1, 2001

(3) Principal Parties: Plaintiffs: Salient Cybertech, Inc.

                       Defendants: Futronix, Inc., Nevin Jenkins, Rande Newberry

(4) Effective  May 2000,  Futronix,  Inc.,  ("the  Subsidiary")  entered into an
agreement to be acquired by Salient Cybertech,  Inc.  ("Salient") pursuant to an
Agreement  and Plan of  Reorganization  (the  "Merger  Agreement").  The  Merger
Agreement called for  consideration to be paid to the Subsidiary's  shareholders
in the form of shares of  Salient's  common  and  preferred  stock.  The  Merger
Agreement also called for working capital totaling $3,000,000 to be infused into
the Subsidiary by Salient.

(5) The suit seeks  possession  of the  Subsidiary,  return of the  advances  of
$1,325,000 plus other unspecified damages.

Except as detailed  above,  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 other than normal trade issues.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

None

                                       18
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

None

(b)  Reports on Form 8-K

There was one report filed on Form 8-K dated April 16, 2002  indicating a change
of name, address and control and an Agreement and Plan of  Reorganization.  Said
8-K is incorporated by reference

                                       19
<PAGE>
                                    SIGNATURE

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.

                                        FOURTHCAI, INC.


SEPTEMBER 5, 2002                       /s/ NEVIN JENKINS
                                        ----------------------------------------
                                        Nevin Jenkins, President and Chief
                                        Executive Officer, Principal Executive
                                        Officer


SEPTEMBER 5, 2002                       /s/ TOM SMITH
                                        ----------------------------------------
                                        Tom Smith, Chief Financial Officer,
                                        Principal Financial Officer

                                       20
<PAGE>
CERTIFICATION


I, Nevin Jenkins, President and Principal Executive Officer, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Futronix Group, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: September 5, 2002

/s/ Nevin Jenkins
----------------------------------
Nevin Jenkins, President and Chief
Executive Officer, Principal Executive Officer

                                       21
<PAGE>
CERTIFICATION


I, Tom Smith, Chief Financial  Officer,  Principal  Financial  Officer,  certify
that:

1. I have reviewed this quarterly report on Form 10-QSB of Futronix Group, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: September 5, 2002

/s/ Tom Smith
----------------------------------
Tom Smith, Chief Financial Officer, Principal Financial Officer

                                       22