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

                                   FORM 10-QSB

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


                                 FIFTHCAI, INC.
                         -------------------------------
                         (Name of Small Business Issuer)


     June 30, 2000                                     0-29943
 ---------------------                           ----------------------
 For the Quarter Ended                           Commission File Number


         NEVADA                                       86-0982348
------------------------                 ---------------------------------------
(State of Incorporation)                 (I.R.S. Employer Identification Number)


           10245 East Via Linda, Suite 220, Scottsdale, Arizona 85258
      --------------------------------------------------------------------
           (Address of Principal Executive Offices Including Zip Code)
      (Formerly 4300 North Miller Rd. Suite 120 Scottsdale, Arizona 85251)


                                 (480) 421 2882
                           --------------------------
                           (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 June 30, 2000 5,040,000

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


                                      INDEX

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

     Item 1 - Financial Statements

          Balance Sheet at June 30, 2000                                      3

          Statement of Operations for the three and five months
            ended June 30, 2000                                               4

          Statement of Stockholders' Equity for the five months
            ended June 30, 2000                                               5

          Statement of Cash Flows for the three and five months
            ended June 30, 2000                                               6

          Notes to Financial Statements                                       7

     Item 2 - Management's Discussion and Analysis                            8

PART II - OTHER INFORMATION

     Item 1. Legal Proceedings                                               10

     Item 2. Changes in Securities and Use of Proceeds                       10

     Item 3. Default Upon Senior Securities                                  10

     Item 4. Submission of Matters to a Vote of Security Holders             11

     Item 5. Other Information                                               11

     Item 6. Exhibits and Reports on Form 8-K                                11

                                        2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                  FIFTHCAI, INC.
                                  BALANCE SHEET
                                  JUNE 30, 2000


                                     ASSETS

Current Assets

  Cash and cash equivalents                                              $  500
                                                                         ------
  Current Assets                                                            500
                                                                         ------
  Organization costs, net of amortization (Note 2)                          458
                                                                         ------

        Total Assets                                                     $  958
                                                                         ======

                      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                                                996
  Retained Earnings (Deficit)                                              (542)
                                                                         ------
        Total Stockholders' Equity                                          958
                                                                         ------

               Total Liabilities and Stockholders' Equity                $  958
                                                                         ======

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

                                       3
<PAGE>
                                 FIFTHCAI, INC.
                             STATEMENT OF OPERATIONS
                FOR THE THREE AND FIVE MONTHS ENDED JUNE 30, 2000


                                                   Three Months     Five Months
                                                      Ended            Ended
                                                  June 30, 2000    June 30, 2000
                                                  -------------    -------------

Revenue                                            $        --      $        --

Expenses
  Administrative costs                                     300              500
  Amortization of organization costs                        25               42
                                                   -----------      -----------

Net Income/(Loss)                                  $      (325)     $      (542)
                                                   ===========      ===========

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

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

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

                                       4
<PAGE>
                                 FIFTHCAI, INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                     FOR THE FIVE MONTHS ENDED JUNE 30, 2000


<TABLE>
<CAPTION>
                                    Common Stock                       Retained
                              ------------------------      Paid in    Earnings
                                Shares        Amount        Capital    (Deficit)       Total
                              ----------    ----------    ----------   ----------    ----------
<S>                           <C>           <C>           <C>          <C>           <C>
Balance at February 2, 2000
  (Inception)                  5,040,000    $      504    $      996   $       --    $    1,500

Net Income/(Loss)                                                            (542)         (542)
                              ----------    ----------    ----------   ----------    ----------

Balance at June 30, 2000       5,040,000    $      504    $      996   $     (542)   $      958
                              ==========    ==========    ==========   ==========    ==========
</TABLE>

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

                                       5
<PAGE>
                                 FIFTHCAI, INC.
                             STATEMENT OF CASH FLOWS
                FOR THE THREE AND FIVE MONTHS ENDED JUNE 30, 2000


                                                   Three Months     Five Months
                                                      Ended            Ended
                                                  June 30, 2000    June 30, 2000
                                                  -------------    -------------

Loss from operations                                 $  (325)         $  (542)
                                                     -------          -------
Adjustments to reconcile loss from operations
  to net cash provided by (from) operating
  activities:

     Amortization of organization costs                   25               42
                                                     -------          -------

Net cash (used) by operations                           (300)            (500)
                                                     -------          -------

Net cash (used) by operating activities                 (300)            (500)
                                                     -------          -------

Net (decrease) in cash and cash equivalents             (300)            (500)

Cash and cash equivalents at beginning of period         800            1,000
                                                     -------          -------

Cash and cash equivalents at end of period           $   500          $   500
                                                     =======          =======

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

                                       6
<PAGE>
                                 FIFTHCAI, INC.
                          NOTES TO FINANCIAL STATEMENT
                     FOR THE FIVE MONTHS ENDED JUNE 30, 2000

STATEMENT OF INFORMATION FURNISHED

The accompanying financial statements have been prepared in accordance with Form
10-QSB  instructions  and in the opinion of management  contain all  adjustments
(consisting of only normal and recurring  accruals)  necessary to present fairly
the financial  position as of June 30, 2000.  These results have been determined
on the basis of generally accepted  accounting  principles and have been audited
by our independent auditor.

NOTE 1 - THE COMPANY

FifthCAI,  Inc.  (the  "Company")  was  incorporated  in the  state of Nevada on
February  3,  2000.  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 quarter ended June 30, 2000 were $300.

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 June 30, 2000.

                                       7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

MANAGEMENT'S PLAN OF OPERATION

     During the next twelve months the  registrant  intends to locate,  analyze,
acquire or merge with a targeted  company..  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.

                                       8
<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

                                       9
<PAGE>
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.

     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 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 turn  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.

                                       10
<PAGE>
                            PART II OTHER INFORMATION

ITEM 1. 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 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

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          27   Financial Data Schedule

     (b)  Reports on Form 8-K

          There was one report filed on Form 8-K dated April 24, 2000 indicating
          a change of address.

                                       11
<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.


                                    FIFTHCAI, INC..


August 11, 2000                     /s/ Edmond L. Lonergan
                                    --------------------------------------------
                                    Edmond L. Lonergan, Director and President

                                       12