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, 2002

                             CSI TECHNOLOGIES, INC.
                  (Formally 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 $4,154,418

Number of shares outstanding of each of the registrant's classes of common
equity, (par value $.0001) as of February 3, 2003 is 6,379,544

The following documents are herein incorporated by reference: (1) Form 10SB12G
filed on June 28, 2000 (file No. 0-30913), 10-KSB filed on October 10, 2001 and
a 10-QSB filed on November 19, 2001 a 10-QSB filed on February 20,2002, a
10-QSBA filed on February 22, 2002, a 10-QSB filed on May 24, 2002 all
incorporated in Part III 13(a) an 8-K filed on December 26, 2001, an 8-K filed
on June 26, 2002 and an 8-K filed on January 10, 2003 all incorporated in Part
III (b)(2).

Transitional Small Business Disclosure Format: YES [ ] NO [X]
<PAGE>
                       CIRCUIT SOURCE INTERNATIONAL, INC.
                                      INDEX
PART I                                                                     Page
                                                                           ----
ITEM 1.  DESCRIPTION OF BUSINESS                                              1
          BUSINESS DEVELOPMENT                                                1
          BUSINESS                                                            1
          PATENTS                                                             3

ITEM 2.  DESCRIPTION OF PROPERTY                                              3

ITEM 3.  LEGAL PROCEEDINGS                                                    4

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

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                                                 8

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

ITEM 14. CONTROLS AND PROCEDURES                                             12

SIGNATURES                                                                   13

                                       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.

On October 31, 2001 the Company entered into a Stock Purchase Agreement (the
Agreement) to acquire all of the outstanding stock of Avanti Circuits, Inc. an
Arizona corporation. Avanti Circuits, Inc. is in the same line of business as
the Company. The purchase price was $2,500,000, payable $500,000 at closing with
the balance of $2,000,000 due on January 31, 2002 at ten percent (10%) per
annum. The note has been extended to January, 2007. In conjunction with the
Agreement the Company entered into five-year employment agreements with the
former owner and two employees.

At June 30, 2002 the Company had made advances in the amount of $765,000 toward
the intended acquisition of Circuit Technologies, Inc. in Atlanta, Georgia. In
April, 2002, the Company took over the operations of the Circuit Technologies.
Subsequent to June 30, 2002 the Company acquired all of the operating assets of
Circuit Technologies.

On August 6, 2002, the company, with the consent of the owners of the majority
shares of its voting securities, amended Article One of the Articles of
Incorporation changing the name of the corporation to CSI Technologies, Inc.

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 18 layers and vary in the sophistication
of design. The registrant is located in Tempe, Arizona and all production is
done in Arizona. Subsequent to year end, the Company also maintains
manufacturing facilities in Atlanta, Georgia.

                                       1
<PAGE>
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
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 (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

                                       2
<PAGE>
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, 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 had forty eight (46) full time employees as of June 30, 2002.

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 office facilities are is housed at 1930 East Third Street,
Suite 15, Tempe, Arizona 85281 and 17650 N. 25th Ave. Phoenix, AZ 85023. The
Company's manufacturing facilities are also housed at this location and at 17650
N. 25th Avenue, Phoenix, Arizona 85023. The Company leases its Tempe
manufacturing and office facilities under an operating lease that requires
monthly rental payments of $5,137 with annual increases through December 31,
2005 and leases its Phoenix premises for $10,000 monthly.

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.

                                       3
<PAGE>
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

None during this reporting period.

                                     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.

                                       4
<PAGE>
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) stockholders
equity of $5,000,000 or market capitalization of $50,000,000 or net income in
latest fiscal year or two of the last three fiscal years of $750,000, (2) public
float 1,000,000 shares with a market value of $5,000,000, (3) minimum bid price
of $4.00, (4) three market makers, (5) 300 round lot (100 or more shares)
shareholders, (6) an operating history of one year or $50,000,000 market cap,
and (7) corporate governance standards must be in place. Subsequent to
qualifying for listing the registrant, in order to remain on the Small Cap
Market, the registrant must maintain the following; (1) stockholders equity of
$2,500,000 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. The registrant may also offer its securities on the National
Quotation Bureau, Inc., commonly known as the "pink sheets".

(a) Holders. There were forty three (43) 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>
As shown in the accompanying financial statements, the Company has incurred an
accumulated deficit of $696,301 and has a deficit in working capital of
approximately $1,051,441 as of June 30, 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 sales
volume and operating margins 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.

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., a 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.

On October 31, 2001 the Company entered into a Stock Purchase Agreement (the
Agreement) to acquire all of the outstanding stock of Avanti Circuits, Inc. an
Arizona corporation. Avanti Circuits, Inc. is in the same line of business as
the Company. The purchase price was $2,500,000, payable $500,000 at closing with
the balance of $2,000,000 due on January 31, 2002. The note has been extended.
In conjunction with the Agreement, the Company entered into five-year employment
agreements with the former owner and two employees.

At June 30, 2002 the Company had made advances in the amount of $765,000 toward
the intended acquisition of Circuit Technologies, Inc. in Atlanta, Georgia. In
April, 2002, the Company took over the operations of the Circuit Technologies.
Subsequent to June 30, 2002 the Company acquired all of the operating assets of
Circuit Technologies.

On August 6, 2002, the company with the consent of the owners of the majority
shares of its voting securities amended Article One of the Articles of
Incorporation changing the name of the corporation to CSI Technologies, Inc.

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 18 layers and vary in the sophistication
of design. The Company is located in Arizona and all production is done in
Arizona.

                                       6
<PAGE>
The financial statements include the accounts of the Company and its wholly
owned subsidiaries, Circuit Source, Inc. and Avanti Circuits.

RESULTS OF OPERATIONS

The company had a gross profit for the year ended June 30, 2002 of $1,473,153
and $802,831 at June 30, 2001.

The company's net income decreased from a loss of $(79,200) for the year-ended
June 30, 2001 to a loss of $(760,601) for the year-ended June 30, 2002.

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, 2002 was
$(0.15).

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, 2002 were negative. 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.

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
leases that requires monthly rental payments of $15,137 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, 2002 and 2001 was $221,424 and $157,447,
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.

                                       7
<PAGE>
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.

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                42       Chairman, CEO and Director
   Steven Scronic              31       Secretary, Director
   Anthony Camberlango         61       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

                                       8
<PAGE>
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.

STEVEN J. SRONIC, SECRETARY, DIRECTOR

Mr. Scronic has worked in the investment banking sector of the financial
services industry since 1993, specializing in public financings and private
placements, including institutional 144 and non-arbitrage Regulation D private
placements of debt and equity for private and public companies. Currently, Mr.
Scronic is the lead investment banker for First Financial Equity Corporation.
His corporate finance experience has focused on generating, analyzing,
structuring and placing middle-market based finance transactions. Previously,
Mr. Scronic was a Vice President of WestPark Capital, Inc., a specialized
investment banking firm based in Southern California. Prior to his work with
WestPark Capital, he was an analyst and investment banker for Joseph Charles &
Associates, Inc. and EBI Securities, Inc.

TONY CAMBERLANGO, 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 5
has been filed.

ITEM 10. EXECUTIVE COMPENSATION

Mr. James Keaton, the President and Chief Executive of the company received
$264,000 in compensation for year ending June 30, 2001. Two other employees,
Dennis Malone and Stephan Tappan, received compensation of $120,550 and
$123,550, respectively. Neither of these employees served in executive officer
capacity.

                                       9
<PAGE>
Furthermore, there are no stock option plans, pension plans, insurance coverage
or other benefit programs adopted by the registrant.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth each person known by the 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 and the
percentage is based on the number of shares as of June 30, 2002 which is
5,119,544

     Name and Address                        Amount of               Percentage
    of Beneficial Owner                 Beneficial Ownership          of Class
    -------------------                 --------------------          --------
    James Keaton                              4,110,000                79.95%
    1930 East 3rd Street #15
    Tempe, AZ 85281

    All Executive Officers and                4,110,000                79.95 %
     Directors as a Group (3 persons)

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED 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, 2002, the Company had a payable to the major stockholder/officer of
the Company in the amount of $123,719. At June 30, 2001 the Company had a
payable to this same stockholder/officer in the amount $19,397.

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.

         10.1  A Security Agreement dated October 1, 2001 between the
               registrant, (debtor) Avanti Circuits, Inc. (corporation) and
               William Malone (secured party) with an effective date of October
               31, 2001 securing all the assets of Avanti and incorporated by
               reference.

         10.2  A Promissory Note dated October 1, 2001 for $2,000,000 plus 10%
               interest payable to the shareholder of Avanti by the registrant
               due on January 31, 2002 and incorporated by reference.

         10.3  A Security Agreement, dated October 1, 2001 by and between the
               registrant as the Pledgor and William Malone as Pledgee pledging
               the Avanti stock as security for payment of the note and
               incorporated by reference.

         10.4  Guaranty by majority shareholder of the registrant regarding the
               acquisition of Avanti Circuits and incorporated by reference.

         10.5  Interim Operating Services Agreement dated April 1, 2001 between
               Circuit Acquisitions LLC and the registrant granting the
               registrant the rights to operate Circuit Technologies, Inc. and
               granting the rights to the registrant to acquire the assets of
               Circuit Technologies, Inc. *

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

         99.1  Certification of Chief Executive Officer Pursuant to the
               Securities Exchange Act of 1934, Rules 13a-14 and 15d-14,
               as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
               of 2002 *

         99.2  Certification of Chief Financial Officer Pursuant to the
               Securities Exchange Act of 1934, Rules 13a-14 and 15d-14,
               as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
               of 2002 *

----------
* Filed herewith
                                       11
<PAGE>
     (b) Reports on Form 8-K

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

         There was an 8-K filed on December 26, 2001 announcing the acquisition
         of Avati Circuits and incorporated by reference

         There was an 8K filed on June 26, 2002 announcing a change in
         certifying accountants and incorporated by reference

         There was an 8K filed on January 10, 2003 announcing a change back to
         the registrant's original accountant, amendment to the Articles of
         Incorporation to change its name to CSI Technologies, Inc and to
         authorize 5,000,000 shares of preferred stock. The 8K is incorporated
         by reference

ITEM 14  CONTROLS AND PROCEDURES

Our Chief Executive Officer, President, and Chief Financial Officer (the
"Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures for the Company. The Certifying Officers have
designed such disclosure controls and procedures to ensure that material
information is made known to them, particularly during the period in which this
report was prepared. The Certifying Officers have evaluated the effectiveness of
the Company's disclosure controls and procedures within 90 days of the date of
this report and believe that the Company's disclosure controls and procedures
are effective based on the required evaluation. There have been no significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

                                       12
<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.



February 10, 2003                       By /s/ James Keaton
                                           ------------------------------
                                           James Keaton,
                                           Director and President



                                        By /s/ Steven Scronic
                                           ------------------------------
                                           Steven Scronic,
                                           Secretary and Director

                                       13
<PAGE>
                     CSI Technologies, Inc. and Subsidiaries
                              Financial Statements
                                Table of Contents




Report of Independent Accountants                                        F-2

Consolidated Balance Sheet for June 30, 2002                             F-3

Consolidated Statements of Operations for the years ended
June 30, 2002 and 2001                                                   F-4

Consolidated Statements of Stockholders' Equity for the years
ended June 30, 2002 and June 30, 2001                                    F-5

Consolidated Statements of Cash Flows Equity for the years
ended June 30, 2002 and June 30, 2001                                    F-6

Notes to Consolidated Financial Statements                            F-7 - F-12

                                      F-1
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Stockholders and the Board of Directors of
CSI Technologies, Inc.
(formerly Circuit Source International, Inc.)

We have audited the accompanying consolidated balance sheet of CSI Technologies,
Inc. (formerly Circuit Source International, Inc.) and subsidiaries as of June
30, 2002 and the related statements of operations, stockholders' equity and cash
flows for each of the two years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of CSI Technologies,
Inc. and its consolidated subsidiaries as of June 30, 2002 and the results of
their operations and their cash flows for the two years then ended in conformity
with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from operations
and has a deficit working capital that raise substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


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

Scottsdale, Arizona
February 7, 2003

                                      F-2
<PAGE>
                     CSI Technologies, Inc. and Subsidiaries
                           Consolidated Balance Sheet
                                  June 30, 2002

                                                                   June 30, 2002
                                                                   -------------
 ASSETS
 Current Assets:
 Cash and cash equivalents                                          $   104,767
 Accounts receivable trade, net of
     allowance for doubtful accounts                                    781,577
 Other receivables                                                        9,292
 Inventory                                                              171,646
                                                                    -----------
     Total Current Assets                                             1,067,282

Property and equipment, net of accumulated depreciation                 772,317
Refundable deposits                                                      35,540
Purchase deposit                                                        765,000
Deferred tax asset                                                      182,860
Goodwill                                                              1,945,220
                                                                    -----------
     TOTAL ASSETS                                                   $ 4,768,219
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
 Accounts payable - trade                                           $   292,264
 Accrued expenses                                                       258,351
 Notes payable - current and current portion                          1,444,392
 Due to stockholder                                                     123,719
                                                                    -----------
     Total Current Liabilities                                        2,118,726

Notes payable - long term                                             3,020,494
                                                                    -----------
     TOTAL LIABILITIES                                                5,139,220

STOCKHOLDERS' EQUITY
 Common stock, $0.0001 par value, 100,000,000 shares authorized;
  5,140,544 shares and 4,900,000 shares issued and outstanding at
  June 30, 2002 and 2001, respectively                                      514
 Additional paid in capital                                             324,786
 Retained earnings/(deficit)                                           (696,301)
                                                                    -----------
   TOTAL STOCKHOLDERS' EQUITY                                          (371,001)
                                                                    -----------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $ 4,768,219
                                                                    ===========

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

                                      F-3
<PAGE>
                     CSI Technologies, Inc. and Subsidiaries
                      Consolidated Statement of Operations
                   For the years ended June 30, 2002 and 2001

                                                           June 30,
                                               --------------------------------
                                                   2002                 2001
                                               -----------          -----------

Sales - net                                    $ 4,154,418          $ 1,825,823
Cost of sales:
 Materials                                         712,962              487,846
 Labor and related costs                         1,025,538              386,674
 Direct manufacturing expenses                     919,737              102,331
 Depreciation                                       23,028               46,141
                                               -----------          -----------
     Total Cost of Sales                         2,681,265            1,022,992
                                               -----------          -----------
Gross Profit                                     1,473,153              802,831

Operating expenses:
 Salaries and related costs                        567,325              261,597
 General and administrative costs                  723,304              625,993
 Amortization and depreciation                     103,676                1,537
 Interest expense                                  839,544               38,430
                                               -----------          -----------
     Total Operating Expenses                    2,233,849              927,557
                                               -----------          -----------
Operating Income (Loss)                           (760,696)            (124,726)

Interest Income                                         95                4,625
Gain (loss) on sale of assets                           --                  901
                                               -----------          -----------
Income (loss) before income taxes                       95             (119,200)
Benefit (provision) for income taxes                    --               40,000
                                               -----------          -----------
Net Income (Loss)                              $  (760,601)         $   (79,200)
                                               ===========          ===========

(Loss) earnings per common share:
  Basic                                        $     (0.15)         $     (0.02)
                                               ===========          ===========
  Diluted                                      $     (0.15)         $     (0.02)
                                               ===========          ===========
Weighted average shares outstanding:
  Basic                                          4,976,851            4,900,000
                                               ===========          ===========
  Diluted                                        4,976,851            4,900,000
                                               ===========          ===========

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

                                      F-4
<PAGE>
                     CSI Technologies, Inc. and Subsidiaries
                 Consolidated Statement of Stockholders' Equity
                   For the years ended June 30, 2002 and 2001

<TABLE>
<CAPTION>
                                               Common Stock        Additional
                                           --------------------     Paid in     Retained
                                             Shares       Amount    Capital     Earnings        Total

<S>                                        <C>           <C>      <C>          <C>           <C>
Ending Balance - July 1, 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
                                           ----------     -----    ---------    ---------     ---------

Proceeds from sale of Common stock            145,544        15      161,985                    162,000

Stock issued for services and interest         95,000         9       94,991                     95,000

Warrants issued for services and interest                             64,800                     64,800

Loss for the year ended June 30, 2002                                            (760,601)     (760,601)
                                           ----------     -----    ---------    ---------     ---------

Ending Balance - June 30, 2002              5,140,544     $ 514    $ 324,786    $(696,301)    $(371,001)
                                           ==========     =====    =========    =========     =========
</TABLE>

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

                                      F-5
<PAGE>
                     CSI Technologies, Inc. and Subsidiaries
                      Consolidated Statement of Cash Flows
                   For the years ended June 30, 2002 and 2001


                                                            June 30,
                                                 ------------------------------
                                                     2002               2001
                                                 -----------        -----------
Net Income (Loss)                                $  (760,601)       $   (79,200)
Adjustments to reconcile Net Income (Loss)
 to Net Cash Provided by Operating Activities:
  Depreciation and amortization                      126,703             47,678
  Stock issued for services and interest              95,000
  Warrants issued for services and interest           64,800
  Deferred tax asset                                (142,860)           (40,000)
Change in assets and liabilities:
  Increase in accounts receivable                   (548,164)             9,971
  Increase in other receivables                       (5,307)            98,588
  Increase in inventory                             (140,527)           (22,673)
  Increase in other assets                           (28,690)
  Increase in purchase deposit                      (765,000)
  Increase in excess cost of net assets           (2,020,988)
  Increase in accounts payable                       167,497            (39,472)
  Increase in accrued liabilities                    256,781             (3,139)
  Increase in income taxes payable                        --             (3,516)
                                                 -----------        -----------
Net Cash Used By Operating Activities             (3,701,356)           (31,763)

Cash Flows from Investing Activities
  Capital expenditures                              (670,639)           (28,557)
                                                 -----------        -----------
Net Cash Used By Investing Activities               (670,639)           (28,557)

Cash Flow from Financing Activities
  Payment of officer loans                           (74,234)
  Proceeds from sale of common stock                 162,000
  Proceeds of loans                                4,319,033            108,427
  Principal payments on loans                       (100,000)           (59,673)
  Proceeds from officer loans                        156,623             19,397
                                                 -----------        -----------
Net Cash provided By Financing Activities          4,463,422             68,151
                                                 -----------        -----------
Increase In Cash                                      91,427              7,831
Beginning of period                                   13,340              5,509
                                                 -----------        -----------
Ending Balance                                   $   104,767        $    13,340
                                                 ===========        ===========

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

                                      F-6
<PAGE>
                     CSI Technologies, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                   For the years ended June 30, 2002 and 2001

Note 1. - The Company

On August 6, 2002, the Company  amended its articles of  incorporation  changing
the name of Circuit Source  International,  Inc. to CSI Technologies,  Inc. (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.  and owned 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, 2000,  the results of
operations  would  have been to  increase  the loss by $1,200 for the year ended
June 30, 2001.

On October 31, 2001 the Company  entered into a Stock  Purchase  Agreement  (the
Agreement) to acquire all of the outstanding  stock of Avanti Circuits,  Inc. an
Arizona  corporation.  Avanti Circuits,  Inc. is in the same line of business as
the Company. The purchase price was $2,500,000, payable $500,000 at closing with
the balance of  $2,000,000  due on January  31,  2002 at ten  percent  (10%) per
annum. Subsequently,  the due date of the note was extended to January, 2007. In
conjunction  with the Agreement,  the Company entered into five-year  employment
agreements  with the  former  owner  and two  employees.  This  acquisition  was
accounted for as a purchase by the Company.

Going-Concern Considerations

As shown in the accompanying  financial statements,  the Company has incurred an
accumulated deficit of $696,301,  deficit  stockholders'  equity of $371,301 and
has a deficit in  working  capital of  approximately  $1,051,441  as of June 30,
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  sales  volume  and  operating  margins  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.

                                      F-7
<PAGE>
                     CSI Technologies, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                   For the years ended June 30, 2002 and 2001
                                   (continued)

Note 2. - Nature of Business and Significant Accounting Policies

Nature of Business

The  subsidiaries of the Company  manufacture and sell single,  double sided and
multilayered  printed  circuit  boards  from  prototype  to  volume  productions
quantities.  Some of these  boards may have up to 18 layers and they vary in the
sophistication  of layout of design.  The  Company is located in Arizona and all
production is done in Arizona. Subsequent to year end the Company also maintains
manufacturing facilities in Atlanta Georgia.

Principles of Consolidation

The accompanying  consolidated  financial statements include the accounts of CSI
Technologies,  Inc  (formerly  Circuit  Source  International,   Inc.)  and  its
wholly-owned   subsidiaries.   All   significant   intercompany   accounts   and
transactions have been eliminated.

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  amounts  reported  in the  consolidated  financial  statements  and
accompanying notes. Actual results could differ from these estimates.

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  $25,000,  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.

         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.

                                      F-8
<PAGE>
                     CSI Technologies, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                   For the years ended June 30, 2002 and 2001
                                   (continued)

Note 2. - Nature of Business and Significant Accounting Policies (continued)

Goodwill

Goodwill  represents the excess of purchase price of net tangible and intangible
assets acquired in business  combinations  over their estimated fair value.  The
Company  recorded  goodwill  in  conjunction  with  the  acquisition  of  Avanti
Circuits,  Inc. in October,  2001 and has been  amortizing  goodwill over twenty
years. Amortization for the year ended June 30, 2002 was $75,768.

The Financial  Accounting Standards Board ("FASB") issued SFAS 142, Goodwill and
Other Intangible  Assets,  in June 2001,  established new standards that require
goodwill and other intangible  assets with indefinite  useful lives no longer be
amortized.  Instead goodwill and other intangibles  assets with indefinite lives
should be tested for  impairment at least  annually.  Therefore,  after June 30,
2002 the Company  will cease  amortization  of goodwill.  The Company  estimates
discontinuance  of the amortization of goodwill in accordance with SFAS 142 will
result in a decrease in amortization expense of approximately $101,000 per year,
and the Company does not expect impairment of goodwill upon implementation.

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.

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")  and  Statement  of  Financial   Accounting   Standards  No.  144,
"Accounting  for the Impairment or Disposal of Long-Lived  Assets" ("SFAS 144").
SFAS's 121 and 144 require 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. Accordingly, 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-9
<PAGE>
                     CSI Technologies, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                   For the years ended June 30, 2002 and 2001
                                   (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 to 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.

Note 3. - Property and Equipment

Property and equipment consist of the following:

                                                               June 30,
                                                     --------------------------
                                                        2002             2001
                                                     ---------        ---------
     Manufacturing equipment                         $ 646,573        $ 172,789
     Office equipment                                  186,459           13,286
     Leasehold improvements                             91,549          100,952
     Vehicles                                           52,484           27,206
                                                     ---------        ---------
                                                       977,065          314,233
     Less: accumulated depreciation                   (204,748)        (183,556)
                                                     ---------        ---------
                                                     $ 772,317        $ 130,677
                                                     =========        =========

Depreciation and amortization expense for the years ended June 30, 2002 and 2001
were $50,936 and $47,678, respectively.

Note 4. - Notes Payable

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

                                                               June 30,
                                                     --------------------------
                                                        2002             2001
                                                     ---------        ---------

Lines of credit - bank, unsecured,  interest at
prime  plus 6.75% due 2005,  maximum  lines are
$100,000, guaranteed by shareholder.                 $ 99,725         $ 99,725

Line of credit - bank,  unsecured,  interest at
prime  plus  7.0%,  monthly  payments  of 2% of
outstanding  principal  balance,  guaranteed by
shareholder.                                           48,769           46,128

                                      F-10
<PAGE>

                     CSI Technologies, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                    For the years ended June 30, 2002 and 2001
                                   (continued)


Note 4. - Notes Payable (continued)

Note   payable  -  interest  at  15%,   monthly
payments   $1,250,   due  September  30,  2003,
secured by accounts receivable and guarantee of
shareholder. (Subsequently paid off)                     100,000         100,000

Notes payable - bank, interest at prime plus 3%
per annum,  monthly  payments  of  $9,667,  due
September  30,  2007,  secured by property  and
equipment and guarantee of shareholder                   772,000

Note payable - interest at 36%,  due  September
30,    2002.    (Subsequently    converted   to
convertible preferred stock)                             514,542

Note payable - interest at 36%,  due  September
30, 2002                                                  50,000

Note payable - interest at 24%,  due  December,
2002                                                     748,850

Note payable - interest at 36%,  due  December,
2002                                                     131,000

Note payable - individual, interest at 15%, due
January,  2007,  monthly  interest  payments of
$25,000 and guarantee of shareholder                   2,000,000
                                                      ----------       ---------

      Total                                            4,464,886         245,853
      Less current portion                             1,444,392         109,884
                                                      ----------       ---------
      Long-term portion                               $3,020,494       $ 135,969
                                                      ==========       =========

Note 5. - Income Taxes

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

                                                        2002             2001
                                                     ---------        ---------
     Current Income Taxes:
       Federal                                        $    --         $(31,800)
       State                                               --           (8,200)
                                                      -------         --------
          Total income tax benefit                    $    --         $(40,000)
                                                      =======         ========

                                      F-11
<PAGE>
                     CSI Technologies, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                   For the years ended June 30, 2002 and 2001
                                   (continued)

Note 5. - Income Taxes (continued)

A valuation allowance of approximately  $293,668 has been recorded to offset the
federal and state net operating  loss  carryforwards  since the  realization  of
these assets is uncertain.

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:

Federal income tax (benefit) expense at the
 statutory rate                                      $(258,604)       $ (40,528)
(Decrease) Increase resulting from:
  State income taxes, net of federal income tax        (35,064)          (5,439)
  Other                                                                   5,967
Valuation allowance                                    293,668
                                                     ---------        ---------

                                                     $      --        $ (40,000)
                                                     =========        =========

In  conjunction  with the  acquisition  of Avanti  Circuits,  Inc.  the  Company
recorded a deferred tax asset based on the valuation of $142,860.

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 $760,601  and $102,000  expire in 2022 and 2021,
respectively.  Net operating loss carryforwards for state income tax purposes of
$760,601 and $102,000 expire in 2007 and 2006, respectively.

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, 2002, the Company had a payable to the major  stockholder/officer of
the Company in the amount of $93,631. At June 30, 2001 the Company had a payable
to this same stockholder/officer in the amount $19,397.

Note 7. - Lease Commitments

The Company leases its  manufacturing  and office  facilities under an operating
lease that requires  monthly  rental  payments of $15,137 with annual  increases
through December 31, 2005.

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:

                                      F-12
<PAGE>
                     CSI Technologies, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                   For the years ended June 30, 2002 and 2001
                                   (Continued)

Note 7. - Lease Commitments (continued)

For the twelve months ended
     June 30, 2003                            $71,800
     June 30, 2004                            $71,800
     June 30, 2005                            $43,560
     June 30, 2006                            $36,270
     June 30, 2007                            $27,880

The rental  expense is charged to operations as paid over the lease term.  Total
lease  expense  for the years  ended  June 30,  2002 and 2001 was  $221,424  and
$157,447, respectively.

Note 8.  - Deposits and commitment

At June 30, 2002 the Company had made advances in the amount of $765,000  toward
the intended acquisition of Circuit Technologies,  Inc. in Atlanta,  Georgia. In
April,  2002, the Company took over the operations of the Circuit  Technologies.
Subsequent to June 30, 2002 the Company  acquired all of the operating assets of
Circuit Technologies.

Note 9. - Concentration of market risk

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

Note 10. - Stockholders' Equity

The Company has  100,000,000  shares of $0.0001 par value stock  authorized  and
5,140,544  and  4,900,000  shares   outstanding  at  June  30,  2002  and  2001,
respectively, after giving effect to the transaction with SixthCAI, Inc. and the
reorganization of the Company.

The Company has authorized 5,000,000 shares of non-voting, convertible preferred
stock with a par value of $1.00 per share and a cumulative  dividend rate of 15%
per annum. At June 30, 2002 no convertible preferred shares have been issued.

In conjunction with certain services and borrowings by the Company,  the Company
has issued  warrants  to  purchase  shares of common  stock at  exercise  prices
ranging  from  $0.01 to $5.00.  The  warrants  represent  the right to  purchase
824,350 shares of common stock  expiring at various dates through  October 2007.
The prices of the  exercise  are 103,000  warrants at $5.00,  1,350  warrants at
$2.00 and 720,000 warrants at $0.01. The Company  recognized expense in the year
ended June 30, 2002 of $64,800 for the difference  between the fair market value
and the exercise price.

                                      F-13
<PAGE>
                     CSI Technologies, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                   For the years ended June 30, 2002 and 2001
                                   (continued)

Note 11. - Earnings (Loss) Per Share

Basic earnings  (loss) per share  excludes any dilutive  effects of warrants and
convertible securities.  Diluted earnings (loss) per share includes the dilutive
effects of warrants.  The effects of warrants have not been included in the year
ended  June 30,  2002  diluted  loss per share as their  effect  would have been
anti-dilutive. There were no potentially dilutive instruments outstanding during
the year ended June 30, 2001. The weighted average number of shares  outstanding
for both basic and diluted earnings per share are 4,976,851 and 4,900,000 shares
for the years ended June 30, 2002 and 2001, 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.

Note 12. - Subsequent events

Notes  payable - Subsequent  to June 30, 2002,  $514,542 of the Notes Payable at
36% per annum were converted to 514,542 shares of convertible preferred stock of
the Company  with a dividend  rate of 15% per annum and a  conversion  to common
stock at the rate of $1 per share.

                                      F-14