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 June 30, 2001


                       CIRCUIT SOURCE INTERNATIONAL, INC.
                       (Name of Small Business Registrant)


        Nevada                       0-30913                     86-0985427
(State of Incorporation)      Commission File Number         (I.R.S. Employer
                                                          Identification Number)


             1930 East Third Street, Suite 15, Tempe, Arizona 85281
           (Address of Principal Executive Offices Including Zip Code)


                                 (480) 967-7090
                         (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. YES [X] NO [ ]

     The registrant's revenues for its most recent fiscal year were $1,825,823

     Number of shares outstanding of each of the registrant's  classes of common
equity, (par value $.0001) as of September 24, 2001 is 4,900,000

     The following  documents  are herein  incorporated  by reference:  (1) Form
10SB12G filed on June 28, 2000 (file No. 0-30913), 10-KSB filed on April 2, 2001
and a 10-QSB  filed on May 15,  2001 all  incorporated  in Part III 13(a) an 8-K
filed on March 14, 2001 and an 8-K/A filed on April 30, 2001 all incorporated in
Part III (b)(2).

          Transitional Small Business Disclosure Format: YES [ ] NO [X]
<PAGE>
                       CIRCUIT SOURCE INTERNATIONAL, INC.

                                      INDEX

                                                                            Page
                                                                            ----
PART I

ITEM 1.  DESCRIPTION OF BUSINESS ..........................................    1
           BUSINESS DEVELOPMENT ...........................................    1
           BUSINESS .......................................................    2
           PATENTS ........................................................    3

ITEM 2.  DESCRIPTION OF PROPERTY ..........................................    3

ITEM 3.  LEGAL PROCEEDINGS ................................................    3

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ..............    3

PART II

ITEM 5.  MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS ..............................................    4

ITEM 6.  MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION ....................    5

ITEM 7.  FINANCIAL STATEMENTS .............................................    7

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

PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT ................    8

ITEM 10. EXECUTIVE COMPENSATION ...........................................    9

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....   10

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ...................   10

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K .................................   11

                                       i
<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

     On February 27, 2001, SixthCAI, Inc., a public shell corporation, in a
capital transaction accompanied by a stock recapitalization acquired the stock
of Circuit Source, Inc. SixthCAI, Inc. was incorporated on February 2, 2000 and
had only limited operations until its Plan of Reorganization with Circuit
Source, Inc. In conjunction with the plan, SixthCAI, Inc. cancelled 4,750,000
shares then outstanding and issued 4,610,000 shares to the stockholders of
Circuit Source, Inc. for all of the issued and outstanding stock of that
company. As part of this reverse acquisition, SixthCAI, Inc. changed its name to
Circuit Source International, Inc. and owns the wholly owned subsidiary, Circuit
Source, Inc. The reorganization has been restated to July 1, 1999 and the
registrant changed its fiscal year-end from December 31 to June 30. All the
information is set forth in an 8 K filed on March 13, 2001. Circuit Source,
Inc., the wholly owned operating subsidiary is an Arizona Corporation, which was
incorporated in 1988 for the purpose of manufacturing single sided, double
sided, and multi-layered circuit boards.

BUSINESS

     Circuit Source, Inc. manufactures and sells single, double-sided and
multi-layered printed circuit boards from prototype to volume productions
quantities. These boards may have up to twelve layers and vary in the
sophistication of design. The registrant is located in Tempe, Arizona and all
production is done in Arizona.

CIRCUIT BOARD INDUSTRY

     Printed circuit boards consist of layers of electrical circuitry patterns
etched into copper on insulating base materials. They are the platforms used to
interconnect microprocessors, integrated circuits and other components that are
essential to the operation of electronic products and systems. Printed circuit
boards are customized for specific electronic applications and are sold to OEMs
and contract manufacturers in volumes that range from several units for
prototypes to small quantities for pre-production to large quantities for volume
production. Quick-turn prototypes are used in the design, test and launch phases
of new electronic products and require rapid manufacturing, with delivery times
ranging from as little as 24 hours to as long as 10 days. Larger volumes of
printed circuit boards are needed as a product progresses past the testing and
design phases and into pre-production and then volume production.

     Printed circuit boards are used in virtually all electronic equipment from
consumer products, such as personal computers, cellular telephones and
televisions, to high-end commercial electronic equipment, such as data

                                       1
<PAGE>
communication routers and switches, wireless base stations, computer
workstations and network servers. Typically, printed circuit boards used in
consumer electronic products are less technologically sophisticated, employing
lower layer counts and lower performance materials and requiring less
manufacturing sophistication than printed circuit boards used in high-end
commercial equipment.

     High-end commercial equipment manufacturers require more complex
multi-layer interconnect solutions with advanced materials, narrow line widths
and separations of copper traces, precision machining and small diameter vias
and through-holes to connect internal circuitry. The registrant manufactures
complex multi-layer printed circuit boards primarily for use in high-end
commercial equipment within the communications, computing and test and
measurement segments of the electronics industry. High growth, rapid
technological change and short product life cycles characterize these industry
segments as OEMs continually develop new and technologically superior products.

     Manufacturing increasingly sophisticated electronic interconnect products
requires substantial investment in advanced production facilities, engineering
and manufacturing expertise and process technology. These capital and technology
requirements have led to consolidation in recent years, reducing the number of
printed circuit board manufacturers in the United States from approximately 950
in 1992 to approximately 650 in 1999. Despite this consolidation, the printed
circuit board market remains fragmented, and we expect consolidation to
continue. Of the approximately 650 printed circuit board manufacturers in the
United States in 1999, only ten of these independent manufacturers had revenues
in excess of $100 million, and these manufacturers comprised 52% of the domestic
printed circuit board market.

COMPANY BUSINESS

     The registrant, Circuit Source International Inc. (CSI), is a leading
manufacturer of technologically advanced electronic interconnect solutions for
use in sophisticated electronic equipment. The registrant's principal products
are complex multi-layer printed circuit boards, which are the platforms used to
interconnect microprocessors, integrated circuits and other components that are
essential to the operation of electronic products and systems. CSI focuses on
providing its solutions to manufacturers of technologically advanced electronic
products within selected high growth segments of the electronics industry,
including communications, computing, and test and measurement. CSI provides its
customers with an integrated interconnect manufacturing solution that includes
quick-turn prototypes, pre-production and volume production of printed circuit
boards and backplanes and backplane assemblies. The registrant's major and
emerging customers include leading original equipment manufacturers, OEMs,
customized integrated electronic manufacturing services, EMS, product
engineering and development companies, and contract manufacturers in the
electronics industry in general. The registrant's customer list consists of
companies such as; Motorola, ON Semiconductor, Duraswitch, TKM, Allied Signal,

                                       2
<PAGE>
Space Data, Hypercom and Medronics/Microrel. The registrant is focused on
producing next generation interconnect solutions and has the manufacturing and
technological capabilities to fabricate advanced printed circuit boards in
volume and deliver on time.

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

     The registrant has thirteen (13) full time employees.

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

ITEM 2. DESCRIPTION OF PROPERTY

     The registrant's manufacturing and office facilities is housed at 1930 East
Third Street, Suite 15, Tempe, Arizona 85281. The Company leases its
manufacturing and office facilities under an operating lease that requires
monthly rental payments of $5,137 with annual increases through December 31,
2005.

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

ITEM 3. LEGAL PROCEEDINGS

     The registrant 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

     On February 27, 2001 the shareholders of Sixthcai unanimously approved the
Agreement and Plan of Reorganization as well as the name change to Circuit
Source International, Inc.

                                       3
<PAGE>
                                     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;
(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 qualify it to be listed on the NASDAQ
Small Cap 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

                                       4
<PAGE>
cap, and (7) corporate governance standards must be in place. Subsequent to
qualifying for listing the registrant, in order to remain on the Small Cap
Market, the registrant 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
of 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.

     It is the registrant's objective to become qualified for NASDAQ Small Cap
Market however; there is no assurance it will reach or maintain that objective.
In that case its 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 registrant must have a market maker willing to list the
securities on a bid and ask quotation and sponsor the registrant for listing.
All companies, including banks and insurance companies, traded on the OTCBB must
be fully reporting as of June 2000. The registrant may also offer its securities
on the National Quotation Bureau, Inc., commonly known as the "pink sheets".

     (a) Holders. There were four (4) holders of the common equity of the
registrant at its year-end.

     (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 registrant's
revenues, earnings and financial condition.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     This Form 10-KSB 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.

                                       5
<PAGE>
     On February 27, 2001, SixthCAI, Inc., a public shell corporation, in a
capital transaction accompanied by a stock recapitalization acquired the stock
of Circuit Source, Inc. SixthCAI, Inc. was incorporated on February 2, 2000 and
had only limited operations until its Plan of Reorganization with Circuit
Source, Inc. In conjunction with the plan, SixthCAI, Inc. cancelled 4,750,000
shares then outstanding and issued 4,610,000 shares to the stockholders of
Circuit Source, Inc. for all of the issued and outstanding stock of that
company. As part of this reverse acquisition, SixthCAI, Inc. changed its name to
Circuit Source International, Inc. (the Company") and owns the wholly owned
subsidiary, Circuit Source, Inc.

     Circuit Source, Inc., the wholly owned operating subsidiary of Circuit
Source International, Inc., was incorporated in the state of Arizona in 1988.
The Company's year-end is June 30.

OVERVIEW

     Circuit Source, Inc. manufactures and sells single, double-sided and
multi-layered printed circuit boards from prototype to volume productions
quantities. These boards may have up to twelve layers and vary in the
sophistication of design. The Company is located in Arizona and all production
is done in Arizona.

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

RESULTS OF OPERATIONS

     The company had a gross profit for the year ended June 30, 2001 of $802,831
and $702,297 at June 30, 2000.

     The company's net income decreased from $6,006 for the year- ended June 30,
2000 to a loss of $(79,200) for the year-ended June 30, 2000.

     The company's earnings per share, on a fully diluted basis, for the
year-ended June 30, 2001 is $(0.02) and for the same period ending June 30, 2000
was $0.00.

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

     Capital reserves at June 30, 2001 were positive and the company has working
capital to continue its operations at its present level. The Company plans to
increase working capital through the sale of stock as well as seek strategic
mergers or acquisitions in the industry to increase revenue and cash flow.

                                       6
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

     The Company has three lines of credit with interest rates ranging from
prime plus six and three quarters to 15%. Two of the loans for an aggregate of
$99,725 are unsecured and, the majority shareholder guaranteed a third note with
a balance of $46,129. A fourth note for $100,000 is secured by the pledge of the
receivables of the Company and has monthly payments of $1,250.

     The Company leases its manufacturing and office facilities under an
operating lease that requires monthly rental payments of $5,137 with annual
increases through December 31, 2005.

     The Company maintains equipment under long-term operating leases. The
rental expense is charged to operations as paid over the lease term. Total lease
expense for years ended June 30, 2001 and 2000 was $157,447 and $108,805,
respectively. The company is current on all note and lease payments.

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 to accredited
investors. The purpose of the raise is to reduce lease and credit lines,
purchase new equipment and provide working capital. The company is also planning
on increasing its business through acquisitions.

     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.

ITEM 7. FINANCIAL STATEMENTS

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

                                       7
<PAGE>
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 registrant, at its former year-end had one officer and director.

        Name                      Age        Position and Offices Held
        ----                      ---        -------------------------
        James Keaton              41         Chairman, CEO and Director

        George Earl               58         Director

        Anthony Camberlango       60         Secretary, 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 Directors, and Officers including
their business experiences for the past five years.

JAMES W. KEATON JR., CHAIRMAN, PRESIDENT & Director:

Mr. Keaton is the Founder of Circuit Source International and has spent the past
22 years involved in the Circuit Board Manufacturing Industry. He began his
career in 1978 spending four years with Continental Circuits Corporation, now
Sanmina Corporation. He began as a CNC Drill Operator, progressed to Drill Area
Supervisor, then moved to processing engineering where he rapidly became
Engineering Manager. Subsequently he continued to gain experience by becoming
Production Manager followed by promotion to General Manager of a new satellite
facility, which he helped develop and build from the ground up. In 1982 and for
the next four years Mr. Keaton was Vice President of Operations for Custom
Circuits, Inc. where he was responsible for all aspects of operations including,
sales, accounting, engineering, manufacturing, quality control and environmental
compliance. During the period of his management he grew sales from $1MM to $7MM
annually. In addition he designed, built, equipped and staffed a new 25,000 sq.
ft., state of the art production facility. In 1988 he founded Circuit Source,
Inc. with total responsibility for all aspects of the Business.

                                       8
<PAGE>
GEORGE F. EARL, DIRECTOR:

Mr. Earl is the Founder, President, CEO & CFO of Mr. Clutch USA, Inc. that is
publicly owned. Mr. Clutch USA, Inc. licenses its trademarks to auto repair
business through its dealership program. He has been instrumental in bringing
Mr. Clutch to the public market and has been involved full time in its
activities and those of its predecessor and affiliated business since 1981. Mr.
Earl has 37 years of experience as an entrepreneur having started three
businesses. Among those businesses was a computer services business he
originated and operated for 12 years with up to 50 employees before selling in
1982. Mr. Earl attended both the University of Nebraska and Iowa State College.
Inc. Magazine has nominated him for "Entrepreneur of the Year" in relation to
his activities involving Mr. Clutch.

TONY CAMBERLANGO, SECRETARY DIRECTOR:

Mr. Camberlango has been engaged full-time in the real estate development
industry since 1971. His experience includes the development, acquisition and
marketing of Master Planned communities through out the Southwest and Mexico. He
has also been a senior officer in a public company managing more than $300
million dollars in real property assets. He has also owned a major home building
company with over 50 million in annual sales. Mr. Camberlango current activity
involves various urban development projects in San Francisco, San Diego and
Scottsdale.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     The Officers, Directors and those beneficially owning more than 10% of
small business registrant'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 registrant.

     Based upon a review of these reports the registrant has concluded that a
Form 13D has been filed.

ITEM 10. EXECUTIVE COMPENSATION

     Mr. James Keaton, the President and Chief Executive of the company received
$261,597 in compensation for year ending June 30, 2001. No other employee
received $100,000 or more

     Furthermore, there are no stock option plans, pension plans, insurance
coverage or other benefit programs adopted by the registrant.

                                       9
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth each person known by the Registrant to be
the beneficial owner of more than 5% of the Common Shares (the only class of
voting securities) of the Registrant all directors individually and all
directors and officers of the Registrant as a group as of the former year-end.
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
      -------------------                  ---------             --------

    James Keaton                           4,610,000               94.1%
    1930 East 3rd Street #15
    Tempe, AZ  85281

    All Executive Officers and             4,610,000               94.1%
    Directors as a Group (3 persons)

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The major stockholder of the registrant has guaranteed the notes payable of
the company and also guaranteed the lease obligations. The registrant has agreed
to indemnify the major stockholder/officer for any related costs.

     At June 30, 2001, the registrant had a payable to its major
stockholder/officer in the amount of $19,397. At June 30, 2000 the registrant
had a receivable from this same stockholder/officer in the amount $91,577.

     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.

                                       10
<PAGE>
ITEMS 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

          3.1  Articles of  Incorporation  with  Amendments  filed with the Form
               10SB on June 28, 2000 and incorporated by reference

          3.2  By Laws filed with the Form 10SB on June 28, 2000 and
               incorporated by reference

          3.3  Computation per share earnings filed with Form 10-KSB on April 2,
               2001 and incorporated by reference and in current financial
               statements.

          10   Agreement and Plan of Reorganization filed with an 8-K March 13,
               2001 and incorporated by reference.

          17   Resignation of Director as filed with the 8-K on March 13, 2001
               and incorporated by reference.

     (b) Reports on Form 8-K

          There  was an 8-K  filed on March  14,  2001 as  indicated  above  and
     incorporated by reference

          There was an 8-K/A  filed on April 30,  2001  consisting  of pro forma
     financials and incorporated by reference.

                                       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.


                                          CIRCUIT SOURCE INTERNATIONAL, INC..


September 28, 2001                        By /s/ James Keaton
                                             ----------------------------
                                             James Keaton,
                                             Director and President


                                          By /s/ Tony Camberlango
                                             ----------------------------
                                             Tony Camberlango,
                                             Secretary and Director

                                       12
<PAGE>
                Circuit Source International, Inc. and Subsidiary

                              Financial Statements


                                Table of Contents


Report of Independent Accountants                                     F-2

Consolidated Balance Sheets for June 30, 2001 and 2000                F-3

Consolidated Statements of Operations for the years ended
 June 30, 2001 and 2000                                               F-4

Consolidated Statements of Stockholders' Equity                       F-5

Consolidated Statements of Cash Flows                                 F-6

Notes to Consolidated Financial Statements                            F-7
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Stockholders and the Board of Directors of
Circuit Source International, Inc.

We have audited the accompanying consolidated balance sheet of Circuit Source
International, Inc. and subsidiary as of June 30, 2001 and the related
statements of operations, stockholders' equity and cash flows for each of the
two years in the period ended June 30, 2001. 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 audits.

We conducted our audits 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
amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Circuit Source
International, Inc. and consolidated subsidiary as of June 30, 2001, and the
consolidated results of their operations and their consolidated cash flows for
each of the two years ended June 30, 2001, in conformity with generally accepted
accounting principles.

                        /s/ James C. Marshall, CPA, P.C.

Scottsdale, Arizona
September 24, 2001

                                       F-2
<PAGE>
                Circuit Source International, Inc. and Subsidiary

                           Consolidated Balance Sheets
                             June 30, 2001 and 2000


                                                               June 30,
                                                       ------------------------
                                                          2001           2000
                                                       ---------      ---------
ASSETS
Current Assets:
Cash and cash equivalents                              $  13,340      $   5,509
Accounts receivable trade, net of
  allowance for doubtful accounts                        233,413        243,384
Other receivables                                          3,985        102,573
Inventory                                                 31,119          8,446
                                                       ---------      ---------
   Total Current Assets                                  281,857        359,912

Property and equipment                                   314,233        295,652
  Accumulated depreciation                              (183,556)      (145,854)
                                                       ---------      ---------
    Net Property and Equipment                           130,677        149,798
Deferred tax asset                                        40,000
Refundable deposits                                        6,850          6,850
                                                       ---------      ---------
   TOTAL ASSETS                                        $ 459,384      $ 516,560
                                                       =========      =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable - trade                             $ 124,764      $ 145,488
  Accrued expenses                                         1,570          4,709
  Income taxes payable                                        --          3,516
  Notes payable - current and current portion            109,884        115,847
  Due to stockholder                                      19,397             --
                                                       ---------      ---------
    Total Current Liabilities                            255,615        269,560

Notes payable - long term                                135,969        100,000
                                                       ---------      ---------
    TOTAL LIABILITIES                                    391,584        369,560

STOCKHOLDERS' EQUITY
Common Stock                                                 490            490
Additional Paid in Capital                                 3,010          3,010
Retained Earnings                                         64,300        143,500
                                                       ---------      ---------
   TOTAL STOCKHOLDERS' EQUITY                             67,800        147,000
                                                       ---------      ---------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $ 459,384      $ 516,560
                                                       =========      =========

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

                                       F-3
<PAGE>
                Circuit Source International, Inc. and Subsidiary

                      Consolidated Statement of Operations
                   For the years ended June 30, 2001 and 2000


                                                              June 30,
                                                    ---------------------------
                                                        2001            2000
                                                    -----------     -----------
Sales - net                                         $ 1,825,823     $ 1,930,014
Cost of sales:
  Materials                                             487,846         692,222
  Labor and related costs                               386,674         400,482
  Direct manufacturing expenses                         102,331          98,583
  Depreciation                                           46,141          36,430
                                                    -----------     -----------
     Total Cost of Sales                              1,022,992       1,227,717
                                                    -----------     -----------
Gross Profit                                            802,831         702,297

Operating expenses:
  Salaries and related costs                            261,597         335,504
  Occupancy costs                                       220,341         182,799
  General and administrative costs                      405,652         119,425

  Depreciation                                            1,537           1,237
  Interest expense                                       38,430          20,435
                                                    -----------     -----------
     Total Operating Expenses                           927,557         659,400
                                                    -----------     -----------
Operating Income (Loss)                                (124,726)         42,897
Interest Income                                           4,625           5,535
Gain (loss) on sale of assets                               901         (37,310)
                                                    -----------     -----------
Income (loss) before income taxes                      (119,200)         11,122
Benefit (provision) for income taxes                     40,000          (5,116)
                                                    -----------     -----------
Net Income (Loss)                                   $   (79,200)    $     6,006
                                                    ===========     ===========
(Loss) earnings per common share:
  Basic                                             $     (0.02)    $      0.00
                                                    ===========     ===========
  Diluted                                           $     (0.02)    $      0.00
                                                    ===========     ===========
Average shares of common stock outstanding:
  Basic                                               4,900,000       4,610,000
                                                    ===========     ===========
  Diluted                                             4,900,000       4,610,000
                                                    ===========     ===========

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

                                       F-4
<PAGE>
                Circuit Source International, Inc. and Subsidiary

                 Consolidated Statement of Stockholders' Equity
                   For the years ended June 30, 2001 and 2000

<TABLE>
<CAPTION>

                                                          Common Stock       Additional
                                                        ----------------      Paid in      Retained
                                                        Shares     Amount     Capital      Earnings      Total
                                                        ------     ------     -------      --------      -----
<S>                                                   <C>          <C>       <C>           <C>         <C>
Beginning balance July 1, 1999 - Circuit
 Source, International                                 4,610,000   $  461     $ 3,039      $137,494    $140,994

Net Income for the year ended June 30, 2000                                                   6,006       6,006
                                                      ----------   ------     -------      --------    --------

Ending Balance - June 30, 2000                         4,610,000      461       3,039       143,500     147,000

Reorganization with Circuit Source International
 and SixthCAI, Inc.                                      290,000       29         (29)

Loss for the year ended June 30, 2001                                                       (79,200)    (79,200)
                                                      ----------   ------     -------      --------    --------

Ending Balance - June 30, 2001                         4,900,000   $  490     $ 3,010      $ 64,300    $ 67,800
                                                      ==========   ======     =======      ========    ========
</TABLE>

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

                                       F-5
<PAGE>
                Circuit Source International, Inc. and Subsidiary

                      Consolidated Statement of Cash Flows
                   For the years ended June 30, 2001 and 2000


                                                               June 30,
                                                       ------------------------
                                                          2001           2000
                                                       ---------      ---------

Net Income (Loss)                                      $ (79,200)     $   6,006
Adjustments to reconcile Net Income (Loss) to Net
 Cash Provided by Operating Activities:
  Depreciation and amortization                           47,678         37,667
  Losses on sale of assets                                               37,310
  Deferred tax asset                                     (40,000)
Change in assets and liabilities:
  Increase in accounts receivable                          9,971        (59,490)
  Decrease in other receivables                           98,588         (5,629)
  Increase in inventory                                  (22,673)          (900)
  Decrease in accounts payable                           (39,472)        38,460
  Decrease in accrued liabilities                         (3,139)         3,929
  Decrease in income taxes payable                        (3,516)         2,398
                                                       ---------      ---------
        Net Cash Provided By Operating Activities        (31,763)        59,751

Cash Flows from Investing Activities
  Capital expenditures                                   (28,557)      (135,858)
  Proceeds from disposition of assets                         --         12,839
                                                       ---------      ---------
        Net Cash Used By Investing Activities            (28,557)      (123,019)

Cash Flow from Financing Activities
  Payment of officer loans
  Proceeds of loans                                      108,427        120,000
  Principal payments on loans                            (59,673)       (13,282)
  Officer loans                                           19,397        (30,448)
                                                       ---------      ---------
        Net Cash Used By Financing Activities             68,151         76,270
                                                       ---------      ---------

Increase In Cash                                           7,831         13,002
Beginning of period                                        5,509         (7,493)
                                                       ---------      ---------
Ending Balance                                         $  13,340      $   5,509
                                                       =========      =========

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

                                       F-6
<PAGE>
                Circuit Source International, Inc. and Subsidiary

                   Notes to Consolidated Financial Statements
                   For the years ended June 30, 2001 and 2000


NOTE 1. THE COMPANY

On February 27, 2001, SixthCAI, Inc., a public shell corporation, in a capital
transaction accompanied by a stock recapitalization acquired the stock of
Circuit Source, Inc. SixthCAI, Inc. was incorporated on February 2, 2000 and had
only limited operations until its Plan of Reorganization with Circuit Source,
Inc. In conjunction with the plan, SixthCAI, Inc. cancelled 4,750,000 shares
then outstanding and issued 4,610,000 shares to the stockholders of Circuit
Source, Inc. for all of the issued and outstanding stock of that company. As
part of this reverse acquisition, SixthCAI, Inc. changed its name to Circuit
Source International, Inc. (the Company") and owns the wholly owned subsidiary,
Circuit Source, Inc. The reorganization has been restated to July 1, 1999.

Circuit Source, Inc. was incorporated in the state of Arizona in 1988. The
Company's year end is June 30.

On a pro forma basis, had the merger occurred on July 1, 1999, the results of
operations would have been to increase the loss by $1,200 for the year ended
June 30, 2001 and reduce income for the year ended June 30, 2000 by $500.

NOTE 2. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Circuit Source, Inc. manufactures and sells single, double sided and
multilayered printed circuit boards from prototype to volume productions
quantities. Some of these boards may have up to twelve layers and they vary in
the sophistication of layout of design. The Company is located in Arizona and
all production is done in Arizona.

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

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of deposits in checking and savings accounts.

REVENUE RECOGNITION

The Company recognizes revenue when the product is complete, conforms to the
buyer's specifications and is shipped to the customer. The company provides a
reserve for doubtful accounts. The reserve is currently $5,000, which the
Company believes is adequate to cover any potential uncollectible receivables.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost and depreciated or amortized using
straight line or accelerated methods over the estimated useful lives of the
assets.

                                       F-7
<PAGE>
                Circuit Source International, Inc. and Subsidiary

                   Notes to Consolidated Financial Statements
                   For the years ended June 30, 2001 and 2000
                                   (continued)


NOTE 2. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

PROPERTY AND EQUIPMENT (CONTINUED)

         Manufacturing equipment                     5-7 years
         Office equipment                            5-7 years
         Leasehold improvements                      5-7 years
         Vehicles                                    3-7 years

Maintenance and repairs are charged against operations as incurred. Significant
improvements and upgrades are capitalized and depreciated over their estimated
useful life.

INCOME TAXES

The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards (SFAS) No. 109, which requires the use of an
asset and liability method of accounting. Under this method, deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases and tax credit carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.

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.

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.

                                       F-8
<PAGE>
                Circuit Source International, Inc. and Subsidiary

                   Notes to Consolidated Financial Statements
                   For the years ended June 30, 2001 and 2000
                                   (continued)


NOTE 2. NATURE OF BUSINESS AND 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 not determined the effect of this new standard; however,
at June 30, 2001 the Company has no amortizing intangibles. The impact of
implementation SFAS No. 142 is not expected to be material.

NOTE 3. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

                                                     June 30,
                                             -------------------------
                                                2001            2000
                                             ---------       ---------
Manufacturing equipment                      $ 172,789       $ 144,794
Office equipment                                13,286          19,008
Leasehold improvements                         100,952          82,030
Vehicles                                        27,206          49,820
                                             ---------       ---------
                                               314,233         295,652
Less: accumulated depreciation                (183,556)       (145,854)
                                             ---------       ---------
                                             $ 130,677       $ 149,798
                                             =========       =========

Depreciation and amortization expense for the years ended June 30, 2001 and 2000
were $47,678 and $37,667, respectively.

                                       F-9
<PAGE>
                Circuit Source International, Inc. and Subsidiary

                   Notes to Consolidated Financial Statements
                   For the years ended June 30, 2001 and 2000
                                   (continued)


NOTE 4. NOTES PAYABLE

Notes payable and long-term debt consist of the following:

                                                                   June 30,
                                                             -------------------
                                                               2001       2000
                                                             --------   --------
Lines of credit - banks, unsecured, interest at prime
 plus 6.75% and 13.5% due 2005, maximum lines are $100,000   $ 99,725   $ 70,000

Line of credit - bank, unsecured, interest at prime
 plus 7.0%, monthly payments of 2% of outstanding
 principal balance, guaranteed by shareholder                  46,129     45,847

Note payable - interest at 15%, monthly payments $1,250,
 due December 31, 2001, secured by accounts receivable
 and guarantee of shareholder                                 100,000    100,000
                                                             --------   --------

   Total                                                      246,853    215,847
   Less current portion                                       109,884    115,847
                                                             --------   --------
   Long-term portion                                         $135,969   $100,000
                                                             ========   ========

NOTE 5. INCOME TAXES

Components on income taxes  (benefit)  provision  reflected in the  consolidated
statements of operations are as follows:

                                      2001        2000
                                    --------    --------
Current Income Taxes:
  Federal                           $(31,800)   $  3,408
  State                               (8,200)      1,708
                                    --------    --------
                                    $(40,000)   $  5,116
                                    ========    ========

The  following is a  reconciliation  of the  statutory  federal  income tax rate
applied  to  pre-tax  accounting  (loss)  earnings  compared  to  the  (benefit)
provision for income tax in the consolidated statements of operations:

Income tax (benefit) expense at the statutory rate   $(40,528)   $  1,668
(Decrease) Increase resulting from:
  State income taxes, net of federal income tax        (5,439)      1,725
  Other                                                 5,967       1,723
                                                     --------    --------
                                                     $(40,000)   $  5,116
                                                     ========    ========

Tax effects are based on a 8.0% state and 34.0%  federal  income tax rates for a
net combined rate of 39.3% for 2001 and 8.0% state and 15.0% federal  income tax
rates for 2000.

                                      F-10
<PAGE>
                Circuit Source International, Inc. and Subsidiary

                   Notes to Consolidated Financial Statements
                   For the years ended June 30, 2001 and 2000
                                   (continued)


NOTE 5. INCOME TAXES (CONTINUED)

Realization of the net deferred tax assets is dependent on generating sufficient
taxable income prior to their expiration. Net operating loss carryforwards for
federal income tax purposes of $102,000 expire in 2021. Net operating loss
carryforwards for state income tax purposes expire in 2006.

NOTE 6. RELATED PARTY TRANSACTIONS

The major stockholder of the Company has guaranteed the notes payable of the
Company and also guaranteed the lease obligations. The Company has agreed to
indemnify the major stockholder/officer for any related costs.

At June 30, 2001, the Company had a payable to the major stockholder/officer of
the Company in the amount of $19,397. At June 30, 2000 the Company had a
receivable from this same stockholder/officer in the amount $91,577.

NOTE 7. LEASE COMMITMENTS

The Company leases its manufacturing and office facilities under an operating
lease that requires monthly rental payments of $5,137 with annual increases
through December 31, 2005.

The following is a schedule of noncancelable future minimum lease payments
required under the operating lease.

For the twelve months ended
  June 30, 2002                            $ 62,586
  June 30, 2003                              64,488
  June 30, 2004                              66,390
  June 30, 2005                              68,280
  June 30, 2006                              34,614
                                           --------
                                           $296,358
                                           ========

The Company maintains equipment under long-tern operating leases. Future minimum
rental payments required under operating leases that have an initial or
remaining noncancelable lease term in excess of one year are:

For the twelve months ended
  June 30, 2002                            $103,776
  June 30, 2003                             103,776
  June 30, 2004                             103,776
  June 30, 2005                              50,848
  June 30, 2006                               3,423

The rental expense is charged to operations as paid over the lease term. Total
lease expense for the years ended June 30, 2001 and 2000 was $157,447 and
$108,805, respectively.

                                      F-11
<PAGE>
                Circuit Source International, Inc. and Subsidiary

                   Notes to Consolidated Financial Statements
                   For the years ended June 30, 2001 and 2000
                                   (continued)


NOTE 8. CONCENTRATION OF MARKET RISK

No Customer provides more than ten percent (10%) of the gross revenue.

NOTE 9. STOCKHOLDERS' EQUITY

The Company has 100,000,000 shares of $0.0001 par value stock authorized and
4,900,000 and 4,610,000 shares outstanding at June 30, 2001 and 2000 after
giving effect to the transaction with SixthCAI, Inc. and the reorganization of
the Company.

NOTE 10. EARNINGS (LOSS) PER SHARE

The income per share is based on the number of shares outstanding as if all
shares were outstanding at the beginning of the period. The weighted average
number of shares outstanding for both basic and diluted earnings per share are
4,900,000 and 4,610,000 shares for the year ended June 30, 2001 and 2000,
respectively.

Basic loss per share is calculated by dividing the net loss by the weighted
average common shares outstanding during the period. The basic and diluted loss
per share have been adjusted to give effect to the stock split as a result of
the reorganization.

                                      F-12