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

                                   FORM 10-KSB

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

                   For the fiscal year ended December 31, 2001

                         Commission File Number 0 29943


                                 FOURTHCAI, INC.
                       (Name of Small Business Registrant)


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


           10245 East Via Linda, Suite 220, Scottsdale, Arizona 85258
           (Address of Principal Executive Offices Including Zip Code)


                                 (480) 421 2882
                         (Registrants Telephone Number)


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


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

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

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

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

     Number of shares outstanding of each of the registrant's classes of common
equity, (par value $.0001) as of March 26, 2002 is 5,040,000.

     The following documents are herein incorporated by reference: None

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

                                      INDEX

                                                                            Page
                                                                            ----
PART I

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

ITEM 2.  DESCRIPTION OF PROPERTY ..........................................   4
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 ....................   6
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 ...   9
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ...................  10
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K .................................  10

SIGNATURE PAGE ............................................................  11

INDEX TO FINANCIAL STATEMENTS .............................................  F-1
<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

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

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

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

     The registrant has not located a business for the purpose of merging into
or with the registrant. The registrant is not able to know if it will be
successful in closing a transaction.

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

     *    increased ability to raise capital

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

     *    presence in the capital markets of the United States

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

     *    improved competitive position

     *    increased corporate prestige

     *    key employees compensation through stock options

     *    shareholder liquidity and corporate valuation

                                        1
<PAGE>
     An entity may be interested in merging with the registrant if it is
interested in using public securities to make acquisitions of other companies or
one that is interested in becoming public without substantial dilution of its
stock. Other targeted companies may be those which have not been able to locate
an underwriter with acceptable terms; one that feels it can raise capital on
more favorable terms as a public entity or a foreign company seeking entry into
the United States stock markets.

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

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

BUSINESS

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

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

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

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

                                        2
<PAGE>
     The successful conclusion of an acquisition or merger by the registrant
will probably result in the issuance of securities to the shareholders of the
targeted company. This transaction will cause, in all probability, the
shareholders of the targeted company gaining control of the registrant and a
change in the existing management.

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

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

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

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

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

PATENTS

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

                                        3
<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY

     The registrant is currently housed in the offices of its principal
shareholder, Corporate Architects, Inc. at 10245 East Via Linda, Suite 220,
Scottsdale, Arizona 85258. No rent is being charged to the registrant. The
Company owns no real property and has no plans to acquire real property.

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

ITEM 3. LEGAL PROCEEDINGS

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

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

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

                                     PART II

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

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

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

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

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

                                        5
<PAGE>
     It is the company's objective to become qualified for NASDAQ SmallCap
however; there is no assurance it will reach or maintain that objective. The
registrant may, after a merger or acquisition, commence trading on the OTCBB.

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

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

ITEM 6. MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION

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

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

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

                                        6
<PAGE>
     The registrant may merge or acquire a company in early stage development
needing additional capital to launch new products, increase marketing or improve
quality. The utilization of the public market may be beneficial in raising the
required capital.

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

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

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

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

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

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

                                        7
<PAGE>
     The acquisition or merger usually results in the issuance of restricted
securities as consideration. If the negotiations resulted in the requirement for
registered securities to be issued, the surviving company would have to bear the
burden of registering the shares. There can be no assurance that these newly
registered shares would be sold into the market depressing the market value.

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

ITEM 7. FINANCIAL STATEMENTS

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

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

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

                                    PART III

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

     The Company has one officer and director.

     Name                            Age           Position and Offices Held
     ----                            ---           -------------------------
     Edmond L. Lonergan               56        President Secretary and Director

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

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

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

                                        8
<PAGE>
     Mr. Lonergan founded Corporate Architects, Inc. in 1997. The company
specializes in consulting and advising businesses in the area of strategic
planning as well as mergers and acquisitions.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

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

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

ITEM 10. EXECUTIVE COMPENSATION

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

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

           Name and Address             Amount of Beneficial    Percentage
          of Beneficial Owner                Ownership           of Class
          -------------------                ---------           --------
     Corporate Architects, Inc. (1)          5,000,000             99.2%
     4300 N. Miller Rd Suite 120
     Scottsdale, AZ 85251-3620

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

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

                                        9
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     There are no parents of this small business registrant.

     There are and have been no transactions with promoters.

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

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

ITEMS 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          3.1  Articles of Incorporation with Amendments filed with the Form
               10SB on March 14, 2000 and incorporated by reference

          3.2  By Laws filed with the Form 10SB on March 14, 2000 and
               incorporated by reference

     (b)  Reports on Form 8-K

          None

                                       10
<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.

                                      FOURTHCAI, INC.


March 29, 2002                         /s/ Edmond L. Lonergan
                                      ------------------------------------------
                                      Edmond L. Lonergan, Director and President

                                       11
<PAGE>
                                FourthCAI, Inc.
                         Index to Financial Statements

                                                                           PAGE
                                                                           ----

REPORT OF INDEPENDENT AUDITORS ..........................................  F-2

BALANCE SHEETS AS OF December 31, 2001 and 2000..........................  F-3

STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
DECEMBER 31, 2001 AND 2000 AND THE PERIOD FROM INCEPTION TO
DECEMBER 31, 2001........................................................  F-4

STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED
DECEMBER 31, 2001 AND 2000 AND THE PERIOD FROM INCEPTION TO
DECEMBER 31, 2001........................................................  F-5

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
DECEMBER 31, 2001 AND 2000 AND THE PERIOD FROM INCEPTION TO
DECEMBER 31, 2001........................................................  F-6

NOTES TO FINANCIAL STATEMENTS ...........................................  F-7

                                       F-1
<PAGE>
                  [James C. Marshall, CPA, P.C. Letterhead]


                        Report of Independent Accountants


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


We  have  audited  the  accompanying  balance  sheets  of  FourthCAI,   Inc.,  a
development  stage  company,  as of  December  31, 2001 and 2000 and the related
statements of operations, stockholders' equity and cash flows for the 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 audit.

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

In our opinion,  the financial  statements referred to above presents fairly, in
all material respects, the financial position of FourthCAI,  Inc. as of December
31, 2001 and 2000,  and the results of its operations and its cash flows for the
years then ended in conformity with accounting  principles generally accepted in
the United States of America.

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

Scottsdale, Arizona
March 29, 2002

                                       F-2
<PAGE>
                                 FOURTHCAI, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000


                                     ASSETS

                                                     December 31,   December 31,
                                                         2000           2000
                                                       --------       --------
Current Assets

  Cash and cash equivalents                            $     --       $     --
                                                       --------       --------

  Current Assets                                             --             --
                                                       --------       --------

      Total Assets                                     $     --       $     --
                                                       ========       ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Stockholders' Equity

  Common Stock - $0.0001 par value, authorized
   100,000,000 shares, issued and outstanding
   5,040,000                                           $    504       $    504
  Additional paid in capital                              2,796          1,596
  Deficit accumulated during development stage           (3,300)        (2,100)
                                                       --------       --------
      Total Stockholders' Equity                             --             --
                                                       --------       --------

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

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

                                       F-3
<PAGE>
                                 FOURTHCAI, INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
             AND FOR THE PERIOD FROM INCEPTION TO DECEMBER 31, 2001


                                        For the year ended    From September 13,
                                           December 31,      1999 (inception) to
                                         2001         2000    December 31, 2001
                                      ---------    --------   -----------------

Revenue                               $      --    $     --        $       --

Expenses
   Administrative costs                   1,200       1,200             2,800
   Organization costs                        --          --               500
                                      ---------    --------        ----------

Net (Loss)                            $  (1,200)   $ (1,200)       $   (3,300)
                                      =========    ========        ==========

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

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

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

                                       F-4
<PAGE>
                                 FOURTHCAI, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
               AND THE PERIOD FROM INCEPTION TO DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                                             Deficit
                                                                           Accumulated
                                        Common Stock                         During
                                 ------------------------      Paid in     Development
                                  Shares          Amount       Capital        Stage          Total
                                 ---------      ---------     ---------     ---------      ---------
<S>                             <C>            <C>            <C>            <C>           <C>
Balance at September 3, 1999
 date of incorporation           5,040,000      $     504     $   1,596                    $   2,100

Net (Loss)                                                                  $    (900)          (900)
                                 ---------      ---------     ---------     ---------      ---------

Balance at December 31, 1999     5,040,000            504         1,596          (900)         1,200
                                 ---------      ---------     ---------     ---------      ---------

Net (Loss)                                                                     (1,200)        (1,200)
                                 ---------      ---------     ---------     ---------      ---------

Balance at December 31, 2000     5,040,000            504         1,596        (2,100)            --
                                 ---------      ---------     ---------     ---------      ---------

Donated capital                                                   1,200                        1,200

Net (Loss)                                                                     (1,200)        (1,200)
                                 ---------      ---------     ---------     ---------      ---------

Balance at December 31, 2001     5,040,000      $     504     $   2,796     $  (3,300)     $      --
                                 =========      =========     =========     =========      =========
</TABLE>

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

                                       F-5
<PAGE>
                                 FOURTHCAI, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
             AND FOR THE PERIOD FROM INCEPTION TO DECEMBER 31, 2001


<TABLE>
<CAPTION>
                                                           For the year ended       From September 13,
                                                               December 31,        1999 (inception) to
                                                             2001         2000      December 31, 2001
                                                          ---------    --------     -----------------
<S>                                                       <C>           <C>              <C>
Loss from operations                                      $(1,200)      $(1,200)         $(3,300)

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

 Writeoff of organization costs                                --            --              500
                                                          -------       -------          -------

Net cash (used) by operations                              (1,200)       (1,200)          (2,800)
                                                          -------       -------          -------

Net cash (used) by operating activities                    (1,200)       (1,200)          (2,800)
                                                          -------       -------          -------

Proceeds from issuance of stock                                --            --            1,600
Proceeds from contribution                                  1,200            --            1,200
                                                          -------       -------          -------
Net cash provided by financing activities                   1,200            --            2,800
                                                          -------       -------          -------
Net increase/(decrease) in cash and cash equivalents           --        (1,200)              --

Cash and cash equivalents at beginning of period               --         1,200               --
                                                          -------       -------          -------

Cash and cash equivalents at end of period                $    --       $    --          $    --
                                                          =======       =======          =======
</TABLE>

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

                                       F-6
<PAGE>
                                 FOURTHCAI, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENT
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
          AND FOR THE PERIOD FROM INCEPTION TO ENDED DECEMBER 31, 2001


NOTE 1 - THE COMPANY

FourthCAI, Inc. (the "Company") was incorporated in the state of Nevada on
September 3, 1999. The Company has had no operations since incorporation,
however, has incurred certain costs related to organization and administration.
Legal services were provided to the Company in exchange for stock of the
Company. This transaction was based on the out-of-pocket costs for the provider
and recorded by the Company as $500. These organization costs have been expensed
as incurred. For tax purposes, these organizational expenses are being amortized
over 60 months. Administrative costs allocated to the Company for the period
from inception to December 31, 2001 aggregated $2,800.

The Company is in the development stage and is seeking a lawful business
activity, merger or acquisition in which to engage.

NOTE 2 - STOCKHOLDERS' EQUITY

The Company has 100,000,000 shares of $0.0001 par value stock authorized and
5,040,000 shares outstanding during each period.

                                       F-7